Designed to Prevent Creeping Control and
Protect Long-Term Value for All Shareholders
The Board of Directors (the “Board”) of ASA Gold and Precious
Metals Limited (“ASA” or the “Company”) (NYSE:ASA) has unanimously
adopted a limited-duration shareholder rights plan (“Rights Plan”)
to protect the interests of the Company and all of its
shareholders. The Rights Plan is currently effective and will
expire at the close of business on August 23, 2024. The terms of
the Rights Plan are substantially identical to the terms of the
shareholder rights plan that was adopted by the Board on December
31, 2023.
The limited-duration Rights Plan was adopted in response to the
rapid and significant accumulation of ASA shares by Saba Capital
Management, LP (“Saba”). Based on public filings, Saba’s current
position in ASA represents approximately 16.87% of ASA’s
outstanding common shares.
The Rights Plan is intended to prevent Saba’s unilateral attempt
to obtain creeping control of the Company, which the Board believes
would undermine ASA’s strategic focus on long-term capital
appreciation in the global gold mining industry. The Rights Plan is
designed to enable ASA’s shareholders to realize the long-term
value of their investment, provide an opportunity for all
shareholders to receive fair and equal treatment in the event of
any proposed takeover of ASA and guard against tactics to gain
control of ASA without paying all shareholders, what the Board
considers to be an appropriate premium for that control. The Rights
Plan is not intended to deter offers or preclude the Board from
taking action that it believes is in the best interest of the
Company and its shareholders.
ASA will issue one right for each ASA common share outstanding
as of the close of business on May 9, 2024. The rights will
initially trade with ASA’s common shares and will become
exercisable only if a person acquires 15% or more of ASA’s
outstanding common shares. Any shareholders with beneficial
ownership of 15% or more of ASA’s outstanding common shares
(including Saba) prior to this announcement are grandfathered at
their beneficial ownership levels at the date the Rights Plan was
adopted, but are not permitted to acquire additional common shares
representing 0.25% or more of the outstanding common shares without
triggering the Rights Plan.
Pursuant to the Rights Plan, should it be triggered, the Board
may decide that:
- Each holder of a right (other than the acquiring person, whose
rights will have become void and will not be exercisable) will be
entitled to purchase, for a purchase price of $1.00 per share, one
ASA common share.
- Alternatively, (on a cashless basis) each outstanding right
(other than the rights held by the acquiring person, whose rights
will have become void) will be exchanged for one common share.
Further details about the Rights Plan will be contained in a
Form 8-K and Form 8-A to be filed by ASA with the U.S. Securities
and Exchange Commission.
About ASA
ASA is a non-diversified, closed-end fund that seeks long-term
capital appreciation primarily through investing in companies
engaged in the exploration for, development of projects in, or
mining precious metals and minerals. On April 12, 2019, ASA
shareholders voted to approve an investment advisory agreement
between Merk and ASA.
It is a fundamental policy of ASA that at least 80% of its total
assets must be (i) invested in common shares or securities
convertible into common shares of companies engaged, directly or
indirectly, in the exploration, mining or processing of gold,
silver, platinum, diamonds or other precious minerals, (ii) held as
bullion or other direct forms of gold, silver, platinum or other
precious minerals, (iii) invested in instruments representing
interests in gold, silver, platinum or other precious minerals such
as certificates of deposit therefor, and/or (iv) invested in
securities of investment companies, including exchange-traded
funds, or other securities that seek to replicate the price
movement of gold, silver or platinum bullion.
ASA employs bottom-up fundamental analysis and relies on
detailed primary research, including meetings with company
executives, site visits to key operating assets, and proprietary
financial analysis in investment decisions. Investors are
encouraged to visit the ASA’s website http://www.asaltd.com/ for
additional information, including historical and current share
prices, news releases, financial statements, tax, and supplemental
information.
ASA is a “passive foreign investment company” for United States
federal income tax purposes. As a result, United States
shareholders holding shares in taxable accounts are encouraged to
consult their tax advisors regarding the tax consequences of their
investment in the Company’s common shares.
About Merk
Merk Investments LLC, an SEC-registered investment adviser,
provides investment advice on liquid global markets, including
domestic and international equities, fixed income, commodities, and
currencies. For more information on Merk, please visit
www.merkinvestments.com.
Forward-Looking Statements
This press release includes forward-looking statements within
the meaning of U.S. federal securities laws that are intended to be
covered by the safe harbors created thereunder. The Company’s
actual performance or results may differ from its beliefs,
expectations, estimates, goals and projections, and consequently,
investors should not rely on these forward-looking statements as
predictions of future events. Forward-looking statements are not
historical in nature and generally can be identified by words such
as “believe,” “anticipate,” “estimate,” “expect,” “intend,”
“should,” “may,” “will,” “seek,” or similar expressions or their
negative forms, or by references to strategy, plans, goals or
intentions. The absence of these words or references does not mean
that the statements are not forward-looking. The Company’s
performance or results can fluctuate from month to month depending
on a variety of factors, a number of which are beyond the Company’s
control and/or are difficult to predict, including without
limitation: the Company’s investment decisions, the performance of
the securities in its investment portfolio, economic, political,
market and financial factors, and the prices of gold, platinum and
other precious minerals that may fluctuate substantially over short
periods of time. The Company may or may not revise, correct or
update the forward-looking statements as a result of new
information, future events or otherwise.
The Company concentrates its investments in the gold and
precious minerals sector. This sector may be more volatile than
other industries and may be affected by movements in commodity
prices triggered by international monetary and political
developments. The Company is a non-diversified fund and, as such,
may invest in fewer investments than that of a diversified
portfolio. The Company may invest in smaller-sized companies that
may be more volatile and less liquid than larger more established
companies. Investments in foreign securities, especially those in
the emerging markets, may involve increased risk as well as
exposure to currency fluctuations. Shares of closed-end funds
frequently trade at a discount to net asset value. All performance
information reflects past performance and is presented on a total
return basis. Past performance is no guarantee of future results.
Current performance may differ from the performance shown.
This press release does not constitute an offer to sell or
solicitation of an offer to buy any securities.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240429110211/en/
Axel Merk Chief Operating Officer (650)
376-3135 or (800) 432-3378 info@asaltd.com
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