UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT UNDER
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
Central GoldTrust
(Name of Subject Company)
Central GoldTrust
(Name of Persons Filing Statement)
Units
(Title of Class of Securities)
153546106
(CUSIP Number of Class of Securities)
J.C. Stefan Spicer
Central GoldTrust
55 Broad Leaf Crescent
Ancaster, ON L9G 3P2
Canada
(905) 304-4653
(Name, address and telephone number of person authorized to receive notices
and communications on behalf of filing persons)
Copies to:
Mark Mahoney |
| Norman Findlay |
| Christopher J. Barry |
o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
This Amendment No. 2 amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 originally filed by Central GoldTrust, a trust established under the laws of the Province of Ontario, Canada, with the Securities and Exchange Commission on June 9, 2015 (as amended, the “Statement”). The Statement relates to an unsolicited offer (the “Sprott Offer”) by Sprott Asset Management Gold Bid LP, a limited partnership created under the laws of the Province of Ontario, Canada (the “Offeror”), which is owned and controlled by Sprott Asset Management LP, to purchase all of the issued and outstanding units of Central GoldTrust in exchange for units of Sprott Physical Gold Trust, a trust established under the laws of the Province of Ontario, Canada, on a net-asset-value to net-asset-value basis. The Sprott Offer was disclosed in a Tender Offer Statement on Schedule TO, which was originally filed by the Offeror, Sprott Physical Gold Trust, Sprott Asset Management LP and Sprott Asset Management Gold Bid GP Inc. with the Securities and Exchange Commission on May 27, 2015 and which includes the Offeror’s offer and circular, dated May 27, 2015, and the related letter of transmittal.
The purpose of this Amendment No. 2 is to amend and supplement Item 9 — Exhibits by adding new exhibit (g)(1). Except as otherwise indicated, the information set forth in the Statement remains unchanged.
Item 9. Exhibits
Item 9 is hereby amended and supplemented by adding the following exhibit:
Exhibit |
| Description |
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(g)(1)* |
| Retail call script for use by D.F. King & Co., Inc., GoldTrust’s information agent |
* Filed herewith.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: June 11, 2015 |
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| CENTRAL GOLDTRUST | |
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| By: | /s/ Bruce D. Heagle |
| Name: Bruce D. Heagle | |
| Title: Trustee | |
Exhibit Index
Exhibit |
|
|
Number |
| Description |
|
|
|
(a)(1)** |
| Trustees’ Circular dated June 9, 2015 |
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(a)(2) |
| Press Release dated April 23, 2015 of GoldTrust (incorporated by reference to Exhibit 99.1 to GoldTrust’s Form 6-K filed April 23, 2015) |
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(a)(3) |
| Press Release dated April 25, 2015 of GoldTrust (incorporated by reference to GoldTrust’s Schedule 14D-9C filed April 25, 2015) |
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(a)(4) |
| Press Release dated May 1, 2015 of GoldTrust (incorporated by reference to GoldTrust’s Schedule 14D-9C filed May 1, 2015) |
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(a)(5) |
| Press Release dated May 27, 2015 of GoldTrust (incorporated by reference to Exhibit 99.1 to GoldTrust’s Form 6-K filed May 28, 2015) |
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(a)(6)** |
| Press Release dated June 9, 2015 of GoldTrust |
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(a)(7)** |
| Materials posted to GoldTrust’s website on June 10, 2015 |
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(e)(1)** |
| Excerpts from GoldTrust’s Notice and Management Information Circular, dated April 6, 2015 |
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(e)(2)** |
| Administrative Services Agreement dated April 28, 2003, between Central GoldTrust and Central Gold Managers Inc. |
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(g)(1)* |
| Retail call script for use by D.F. King & Co., Inc., GoldTrust’s information agent |
* Filed herewith.
** Previously filed.
