Tender Offer - SWISS HELVETIA FUND, INC.
Form Type: DEF 14A
Filing Date: 2025-01-28
Corporate Action: Tender-offer
Type: New
Accession Number: 000089418925000503
Filing Summary: The Swiss Helvetia Fund, Inc. announced a special meeting of stockholders to be held on February 21, 2025. Two key proposals are to be considered: entering into an investment advisory agreement with Bulldog Investors, LLP, and making changes to the Fund's investment objective and strategies. If approved, the Board plans to sell substantially all of the Fund's portfolio and declare a special cash distribution of about 30% of the Fund's net assets, primarily from long-term capital gains. Additionally, if the Fund's shares trade at over a 10% discount to their net asset value for ten consecutive business days in 2025, a tender offer will be authorized to buy back at least 15% of outstanding shares at a minimum of 98% of NAV. Stockholders of record as of January 24, 2025, are eligible to vote at the meeting.
Additional details:
Stockholders Record Date: 2025-01-24
Special Meeting Date: 2025-02-21
Tender Offer Minimum Percentage: 15
Tender Offer Price: at least 98% of NAV
Special Distribution Percentage: 30%
Form Type: SC TO-C
Filing Date: 2025-01-28
Corporate Action: Tender-offer
Type: New
Accession Number: 000089418925000502
Filing Summary: On January 27, 2025, The Swiss Helvetia Fund, Inc. announced a special meeting of stockholders scheduled for February 21, 2025, to vote on two key proposals: the approval of an investment advisory agreement with Bulldog Investors, LLP, and changes to the Fund's investment objectives, strategies, and restrictions, which would allow for a broader range of investments. If these proposals are approved, the Board of Directors plans to authorize the sale of substantially all of the Fund’s portfolio securities and declare a special cash distribution of approximately 30% of the Fund’s net assets, primarily consisting of long-term capital gains. Following this distribution, if the Fund’s shares trade at a discount of more than 10% from their net asset value (NAV) for ten consecutive business days in 2025, the Board intends to authorize a tender offer for at least 15% of the outstanding shares at a price of at least 98% of NAV. Stockholders of record as of January 24, 2025, are entitled to vote at the special meeting and are encouraged to vote by proxy if they cannot attend. The details of the proposals are included in the Definitive Proxy Statement filed with the SEC on January 27, 2025, which is available for review online. Stockholders are advised to read the proxy materials and other relevant documents carefully before making any voting decisions, as they contain important information about the meeting and the proposals. No tender offer has commenced at this time, but the Fund will file the necessary documents with the SEC should a tender offer begin.
Additional details:
Amount: 30%
Special Cash Distribution: approximately 30% of the Fund’s net assets
Record Date: 2025-01-24
Entitled Voters: stockholders of record as of January 24, 2025
Tender Offer Threshold: 10%
Consecutive Days: ten consecutive business days
Tender Offer Percentage: 15%
Tender Offer Price: at least 98% of NAV
Form Type: CORRESP
Filing Date: 2025-01-22
Corporate Action: Tender-offer
Type: Update
Accession Number: 000089418925000267
Filing Summary: The Swiss Helvetia Fund, Inc. is responding to comments from the SEC regarding its Preliminary Proxy Statement filed on January 10, 2025. The Fund will include a beneficial ownership table in its Definitive Proxy Statement, expected to be filed on January 24, 2025. The Fund intends to revise sections regarding broker non-votes and make specific terms bold in the performance comparisons. A key part of their response states they plan to conduct a tender offer if certain trading conditions are met, believing their announcement does not violate SEC rules. Other responses include required disclosures about the impact of fees based on total versus net assets, investment objectives, and comparison of performance against other funds. The Fund assures that the necessary disclosures about concentration policies concerning affiliated companies will also be added. Additionally, they reported that only 1.57% of total assets as of December 31, 2024, are illiquid.
Additional details:
Item 6 D: The Fund will include the beneficial ownership table in the Definitive Proxy Statement.
Voting Information Revision: The Fund will revise the paragraph to state that non-voting shares will not count towards quorum.
Performance Bold Terms: The terms 'total assets' and 'net assets' will be made bold in the Definitive Proxy Statement.
Tender Offer Conditions: The Fund intends to commence a tender offer if shares trade at a discount to NAV per share for 10 consecutive days.
Illiquid Assets Percentage: 1.57% of total assets as of December 31, 2024.
Concentration Policy Disclosure: Disclosure will clarify that underlying companies' investments will be considered for compliance.
Form Type: PRE 14A
Filing Date: 2025-01-10
Corporate Action: Tender-offer
Type: New
Accession Number: 000089418925000132
Filing Summary: The Swiss Helvetia Fund, Inc. has filed preliminary proxy materials for a special meeting of stockholders scheduled to consider two main proposals: adopting an investment advisory agreement with Bulldog Investors, LLP and modifying the investment objective and restrictions to broaden investment types. If the proposals are approved, the Board plans to sell nearly all portfolio securities and declare a substantial special cash distribution, approximately 30% of the Fund’s net assets, primarily consisting of long-term capital gains. Furthermore, if the Fund’s shares trade at a discount greater than 10% of net asset value for ten consecutive business days in 2025, the Board intends to initiate a tender offer to repurchase at least 15% of the Fund’s outstanding shares at no less than 98% of NAV per share. Stockholders of record as of January 24, 2025, are eligible to vote at the meeting, where stockholders are encouraged to vote by proxy to ensure efficiency in reaching a quorum. The document also clarifies that this announcement does not represent a tender offer and any future tender offer will be accompanied by a separate tender offer statement in compliance with SEC regulations.
Additional details:
Meeting Date: 2025-01-10
Advisory Agreement With: Bulldog Investors, LLP
Special Cash Distribution Percentage: 30
Tender Offer Discount Threshold: 10
Tender Offer Shares Percentage: 15
Tender Offer Price Percentage: 98
Form Type: SC TO-C
Filing Date: 2025-01-10
Corporate Action: Tender-offer
Type: New
Accession Number: 000089418925000133
Filing Summary: On January 10, 2025, the Swiss Helvetia Fund, Inc. announced the filing of preliminary proxy materials with the SEC for a special meeting of stockholders. This meeting aims to consider the Fund entering an investment advisory agreement with Bulldog Investors, LLP and make changes to its investment objective, allowing more diverse investments. If approved, the Board plans to sell most of the Fund's portfolio securities and declare a special cash distribution, roughly 30% of its net assets, consisting mainly of long-term capital gains. Additionally, if the Fund’s shares trade at a discount greater than 10% to the net asset value (NAV) for ten consecutive business days in 2025, the Board intends to authorize a tender offer to purchase at least 15% of the outstanding shares at a price at least 98% of NAV. Stockholders of record as of January 24, 2025, will be eligible to vote at the Meeting.
Additional details:
Filing Person: THE SWISS HELVETIA FUND, INC.
Title Of Class Of Securities: Common Stock
Cusip Number: 870875101
Next Meeting Date: 2025-01-24
Stockholder Voting Deadline: 2025-01-24
Comments
No comments yet. Be the first to comment!