AI assistant
Sprott Physical Silver Trust — Merger & Acquisition 2015
Jul 24, 2015
30686_rns_2015-07-24_200fe12b-35ab-4182-a9c1-0ce7e978ea0d.zip
Merger & Acquisition
Open in viewerOpens in your device viewer
Filer: Sprott Physical Silver Trust
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Silver Bullion Trust
Commission File No. 132-02793
Date: July 24, 2015
SEQ.=1,FOLIO='',FILE='C:\JMS\108202\15-15031-18\task7501199\15031-18-bc.htm',USER='108202',CD='Jul 23 13:27 2015'
*Sprott Asset Management Offer to Purchase Outstanding Units of Silver Bullion Trust*
Silver Bullion Trust (SBT) Exchange: TSX: SBT.U (US Dollar Denominated) TSX: SBT.UN (Canadian Dollar Denominated) Sprott Physical Silver Trust Exchange: TSX: PHS.U NYSE Arca: PSLV Tender Deadline: August 7, 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
*Intro*
Hello, may I please speak to is he/she available? (Be sure to identify right party contact before you proceed)
My name is , and Im 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 Silver Bullion Trust in exchange for units of Sprott Physical Silver 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 ***
· Sprott is a global leader in precious metals investing with a proven track record of value creation and best-in-class platform.
· Your units of Silver Bullion Trust have persistently traded at a discount to the Net Asset Value (NAV) of the silver that underlies your Silver Bullion Trust units.
· The discount has been as high as 10.30% in the past six months.
· On the other hand, Sprott Physical Silver Trust, a substantially similar vehicle to Silver Bullion Trust, has generally traded at a premium to the underlying value of the silver held by Sprott Physical Silver Trust.
· The Sprott offer is the solution that Sprott believes can meaningfully address the persistent NAV discount that has negatively impacted your Silver Bullion Trust investment.
· Based on the relative trading values to NAV of the Sprott Physical Silver Trust on April 22, 2015 (Day immediately prior to the Sprott Offer Announcement Date), the Sprott offer would unlock US$0.91 per unit in value for you. Ownership of Sprott Physical Silver Trust units will provide you with a secure, convenient alternative to holding physical silver.
· With the Sprott units you would receive in exchange for your Silver Bullion Trust units, you will move into a vehicle that has consistently outperformed your current Silver Bullion Trust investment, and you will benefit from owning a more liquid security.
· *Will you be tendering your Silver Bullion Trust units to the Offer?*
*IF UNITS HELD THROUGH BROKER:*
You must tender your units no later than 5:00 P.M. (Toronto time) on August 7, 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
· Sprott Asset Management as the manager of Sprott Physical Silver Trust has offered to purchase all of your Silver Bullion Trust units in exchange for units of Sprott Physical Silver Trust on a NAV (Net Asset Value) to NAV basis *[*See Below]*** .
· Based on the relative trading value to NAV of the Sprott Physical Silver Trust on April 22, 2015 (Day immediately prior to the Sprott Offer Announcement Date), the offer would unlock US$0.91 per unit in value for you.
· Sprott believes that you will see a meaningful reduction in the persistent NAV discount negatively impacting your Silver Bullion Trust investment if the offer is successful.
· You will not be required to pay Sprott any fee or commission when you participate in the offer.
· As part of your deposit of Silver Bullion Trust units, you will be appointing the offeror as your attorney and proxy holder in certain circumstances in order to facilitate the transactions contemplated by the Sprott offer.
SEQ.=1,FOLIO='',FILE='C:\JMS\108202\15-15031-18\task7501199\15031-18-bg.htm',USER='108202',CD='Jul 23 13:28 2015'
Tax Elections Associated with Offer [If unitholder requests additional background information]***
· Sprott is offering a merger election, which will allow you to defer the realization of any capital gain (or loss) for Canadian income tax purposes, and should allow you to defer the realization of any capital gain (or loss) for U.S. income tax purposes.
· Alternatively, for Canadian income tax purposes , you may elect to have the transaction treated as a taxable disposition.
· These elections should be made through your investment advisor, stockbroker or bank.
*FOR EXAMPLE ONLY*
*For Silver Bullion Trust unitholders: The number of Sprott Physical Silver 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 Silver Trust US$6.66 and Silver Bullion Trust US$10.00 on May 22, 2015 , a unitholder would receive 1.5* Sprott Physical Silver Trust units for each Silver Bullion Trust 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 Silver unit carries the right to vote at Sprott Physical Silver Trust unitholder meetings. (Total number of PSLV Units to be received by such SBT Unitholder will be rounded down to nearest whole PSLV Unit)
*Will you be tendering your Silver Bullion Trust units to the Offer?*
*IF YES:*
*The Offer will be open for acceptance until 5:00 P.M. (Toronto Time) on August 7, 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 at 1-888-518-6805* . 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:****
· Your units of Silver Bullion Trust have traded at a persistent discount to the underlying value of the silver held by Silver Bullion Trust. This discount has been as high as 10.30% in the past six months. Sprott Physical Silver Trust units, on the other hand, have generally traded at a premium to the underlying value of the silver held by Sprott Physical Silver Trust.
· **Sprott believes the Sprott offer will address this discount issue**** . Sprott is a global leader in precious metals investing with a proven track record of value creation and best-in-class platform which it believes will address the persistent discounts to NAV at which Silver Bullion Trust has traded.
· Sprott Asset Management believes that Silver Bullion Trust units persistently trade at a discount to NAV because management does not reinvest the fees it collects to support the product. Additionally, Silver Bullion Trust features a punitive redemption feature that forces unitholders to redeem their units for less than market value.
· With Sprott Physical Silver Trust you can redeem your units for physical silver on a 100% of NAV value on a monthly basis.
· With the Sprott Physical Silver Trust, unitholders will receive the following benefits:
· **Enhanced Liquidity,****
· **Global Brand Recognition,****
· **Physical Redemption Feature,****
· **Custody by the Royal Canadian Mint,****
· **Ongoing Marketing Support****
· These are significant differences from Silver Bullion Trust.
· Since Sprott announced its intention to commence the Offer on April 23, 2015, the discount to NAV at which the Silver Bullion Trust units have traded has narrowed by approximately 51%. The Offer unlocks approximately U.S.$4.95 million in Silver Bullion Trust unitholder value (based on the closing prices of the SBT Units and the PSLV Units on the TSX (SBT.UN) and NYSE Arca, respectively, on April 22, 2015 and the Bank of Canada noon rate of exchange for the U.S. dollar on May 22, 2015).
· If the offer is not accepted, Sprott believes the discount could widen again as the trading history has demonstrated.
SEQ.=1,FOLIO='',FILE='C:\JMS\108202\15-15031-18\task7501199\15031-18-bg.htm',USER='108202',CD='Jul 23 13:28 2015'
· The largest unitholder of Silver Bullion Trust, Polar Securities, has publicly declared its support of the Sprott offer. Polar Securities currently controls approximately 10% of the outstanding units of Silver Bullion Trust.
*Additional Benefits from Exchanging Silver Bullion Trust Units with Sprott Physical Silver Trust Units*
· *Custody by the Royal Canadian Mint*
Unlike Silver Bullion Trust , which stores its silver in a commercial bank vault, the silver held by Sprott Physical Silver Trust is outside of the banking system, at the Royal Canadian Mint, a Canadian Crown corporation .
· *Unique Opportunity to Exit Silver Bullion Trust , an Underperforming and Conflicted Vehicle*
The incumbent Trustees of S ilver Bullion Trust have publicly asserted that Silver Bullion Trust s expense ratio is among the lowest relative to comparable U.S. and Canadian bullion products. However, the Sprott believes Silver Bullion Trusts expense ratio is high given the Trustees and the Administrators 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 August 7, 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 at 1-888-518-6805* . Thank you very much for your time. Have a nice day/night!
*IF UNITHOLDER IS STILL OPPOSED TO SPROTT OFFER:*
**Note reasons for unitholders 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 SPROTTS OFFER:*
**Note reasons for unitholders 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 August 7, 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 at 1-888-518-6805* . 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: [email protected]
You can also refer to these websites for more information: www.sprottadvantage.com or www.sedar.com
SEQ.=1,FOLIO='',FILE='C:\JMS\108202\15-15031-18\task7501199\15031-18-bg.htm',USER='108202',CD='Jul 23 13:28 2015'
*HOW TO TENDER*
*Registered Unitholders (If you hold a physical unit certificate registered in your name)*
*As a Registered Unitholder,* you must tender your units no later than 5:00 P.M. (Toronto time) on August 7 , 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 than 5:00 P.M. (Toronto time) on August 7, 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.
*ANSWERING MACHINES MESSAGE:*
Hello, this message is for . This is , and Im calling from Kingsdale Shareholder Services on behalf of Sprott Asset Management about your investment in Silver Bullion Trust. As you may be aware, Sprott is offering to purchase all of the outstanding units of Silver Bullion Trust in exchange for units of Sprott Physical Silver 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 August 7 at 5:00 p.m. If you have any questions or require further assistance, we can be reached toll-free at 1-888-518-6805 . Please refer to [ref #] when calling back. Thank you for your time and have a good day / evening.
☺Remember: Speak slowly, especially when providing a phone number.☺
This script does not constitute an offer to buy or the solicitation of an offer to sell any of the securities of SBT or Sprott Physical Silver 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 Sprott Physical Silver Trust filed with the U.S. Securities and Exchange Commission (the SEC) a registration statement on Form F-10 (each a Registration Statement), which contains a prospectus relating to the Offer (the Prospectus). This script is not a substitute for the Offer Documents, the Prospectus or the Registration Statement. GTU AND SBT 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 SILVER TRUST, SBT AND THE OFFER. Materials filed with the Canadian securities regulatory authorities will be available electronically without charge at www.sedar.comhttp://www.sedar.com. Materials filed with the SEC will be available electronically without charge at the SECs website at www.sec.govhttp://www.sec.gov.
SEQ.=1,FOLIO='',FILE='C:\JMS\108202\15-15031-18\task7501199\15031-18-bg.htm',USER='108202',CD='Jul 23 13:28 2015'