NEW YORK, Oct. 28, 2020 /PRNewswire/ -- Royce Global
Value Trust, Inc. (NYSE: RGT) (the "Fund") today announced the
commencement of the previously announced conditional cash tender
offer for up to 40% of the Fund's issued and outstanding shares of
common stock, par value $0.001 per
share, as of October 12, 2020 (the
"Shares") at a price per Share equal to 100% of the Fund's net
asset value per Share as of the close of regular trading on the New
York Stock Exchange on the trading day immediately following the
expiration date for the offer. The closing of the tender offer is
contingent on the Fund's stockholders approving a new investment
advisory agreement with Royce Investment Partners
("Royce")1. The tender offer will expire at 11:59 p.m. Eastern Time on December 16,
2020, unless extended.
If the number of Shares tendered in the tender offer exceeds the
maximum number of Shares that is subject to the tender offer, the
Fund will purchase Shares from tendering stockholders on a pro rata
basis (disregarding fractional shares). Accordingly, no assurance
can be given that the Fund will purchase all of a stockholder's
tendered Shares in the tender offer. In addition, no assurance can
be given that any Share repurchases will reduce or eliminate any
discount of the Fund's market price per Share to the Fund's net
asset value per Share.
The tender offer is being made on the terms, and subject to the
conditions, set forth in the Fund's tender offer statement on
Schedule TO (including an offer to purchase, a related letter of
transmittal, and other offer documents) that has been filed with
the Securities and Exchange Commission (the "SEC"). Fund
stockholders should read all of these documents carefully as they
contain important information about the tender offer. Fund
stockholders can obtain a free copy of each of these documents at
the SEC's website at www.sec.gov or by calling Innisfree M&A
Incorporated, the Fund's information agent, toll-free at (877)
456-3442. This press release is not a recommendation, an offer to
purchase, or a solicitation of an offer to sell Shares and is not a
prospectus, circular, or representation intended for use in the
purchase or sale of Shares.
The Fund today also announced that the Special Meeting of
Stockholders of the Fund (the "Meeting"), at which the new
investment advisory agreement will be considered and voted upon by
the Fund's stockholders, has been postponed from Friday, October 30, 2020 at 1:00 p.m. Eastern Time until Tuesday, December 1, 2020 at 1:00 p.m. Eastern Time. As previously announced,
due to the continuing public health impact of the COVID-19 pandemic
and to support the health and safety of the Fund's stockholders,
the Meeting will be held in a virtual meeting format and will be
accessible solely by means of remote communication.
The Board of Directors of the Fund recommends stockholders vote
"FOR" the approval of the new investment advisory agreement.
Approval of the new agreement will enable: (i) Royce to continue to
manage the Fund and execute the strategy that has delivered
impressive relative performance for stockholders and (ii) the Fund
to complete the tender offer. The two leading proxy advisory firms,
Institutional Shareholder Services Inc. and Glass Lewis & Co.,
have also recognized the Fund's outperformance relative to its
peers and the benefits of approving the new investment advisory
agreement, and have therefore recommended stockholders vote "FOR"
the approval of the new investment advisory agreement. Each
stockholder's vote is important, regardless of the number of Shares
owned, and not voting has the same effect as voting against the new
investment advisory agreement.
The record date of the close of business on September 8,
2020 remains unchanged. Previously submitted proxies are revocable.
The previous submission of proxies also will not affect your right
to vote in the event that you attend the Meeting. Please note,
however, that attendance alone at the Meeting without voting will
not be sufficient to revoke a previously authorized proxy.
The Fund has filed a supplement (the "Supplement") to its
definitive proxy statement, dated May 11, 2020 (as
supplemented, the "Proxy Statement") with the SEC. The Supplement
contains, among other things, a new notice with an updated record
date. The Supplement was distributed to all stockholders entitled
to vote at the Meeting. Stockholders are advised to read the Proxy
Statement and the Supplement in full because they contain important
information about the proposal. The Proxy Statement and the
Supplement are available on the Internet
at http://www.ReadOurMaterials.com/rgt. The Proxy Statement,
the Supplement, and other documents filed by the Fund are also
available for free on the SEC's website
at http://www.sec.gov.
The WHITE proxy card included with the proxy materials that
were distributed to stockholders as of the close of business
on the original record date (i.e., May
1, 2020) has not been updated to reflect the changes in
location, date, or time for the Meeting. The WHITE proxy card
included with the proxy materials that were distributed to
stockholders as of the close of business on the new record
date (i.e., September 8, 2020) has
not been updated to reflect the date change for the Meeting. Both
WHITE proxy cards may, however, continue to be used by
stockholders entitled to vote at the Meeting.
The Meeting will be held at the following
website: http://www.meetingcenter.io/249551845. To participate
in the Meeting, Fund stockholders must enter the following
password: RGVT2020. Fund stockholders must also enter the control
number that appears on the WHITE proxy card that
they previously received from the Fund.
The website for the Meeting will become accessible to
stockholders beginning at approximately 1:00
p.m. Eastern Time on November 30,
2020. Stockholders are encouraged to access the website
beginning at this time and prior to the start of the Meeting to
allow ample time to log into the Meeting webcast and test the
computer system, and, if planning to vote at the Meeting, to vote
using the stockholder ballot accessible on the Meeting website.
Such ballot will contain instructions on how to submit votes during
the Meeting, including the email address to which the completed
ballot and any legal proxies should be sent. For questions relating
to participation at the Meeting by remote communication, please
call Computershare Fund Services ("Computershare") toll-free at
(800) 426-5523.
Stockholders who hold Shares through an intermediary, such as a
bank or broker, must register in advance to attend the Meeting. To
register, stockholders must submit proof of their proxy power
(legal proxy) reflecting their Fund holdings, along with their name
and email address to Computershare. Stockholders may forward an
email from their intermediary or send an image of their legal proxy
to shareholdermeetings@computershare.com. Requests for registration
must be received no later than 1:00 p.m.
Eastern Time on November 25,
2020. Stockholders will receive a confirmation email from
Computershare of the stockholder's registration and a control
number that will allow the stockholder to vote at the Meeting.
Stockholders are not required to attend the Meeting to vote on
the proposal. Whether or not stockholders plan to attend the
Meeting, the Fund urges stockholders to authorize a proxy to vote
their Shares in advance of the Meeting by one of the methods
described in the Proxy Statement.
Stockholders who need assistance voting may contact the Fund's
proxy solicitor, Innisfree M&A Incorporated, by calling (877)
825-8906 (toll-free in North
America). Banks and brokers may call collect at (212)
750-5833.
About Royce Global Value Trust, Inc.
Royce Global Value Trust, Inc. is a closed-end diversified
management investment company whose Shares are listed and traded on
the New York Stock Exchange. The Fund invests in both U.S. and
non-U.S. common stocks (generally market caps up to $10 billion).
For further information on The Royce Fundsâ„ , please visit our
web site at: www.royceinvest.com.
Forward Looking Statement
This press release is not an offer to purchase nor a
solicitation of an offer to sell shares of the Fund. This letter
may contain statements regarding plans and expectations for the
future that constitute forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
All statements other than statements of historical fact are
forward-looking and can sometimes be identified by the use of words
such as "plan," "expect," "will," "should," "could," "anticipate,"
"intend," "project," "estimate," "guidance," "possible," "continue"
and other similar terms and phrases, although not all
forward-looking statements include these words. Such
forward-looking statements are based on the current plans and
expectations of the Fund, and are subject to risks and
uncertainties that could cause actual results, performance and
events to differ materially from those described in the
forward-looking statements. Additionally, past performance is no
guarantee of future results. Additional information concerning such
risks and uncertainties are or will be contained in the Fund's
filings with the SEC, including the Fund's Annual Report to
Stockholders on Form N-CSR for the year ended December 31, 2019, the Fund's Semiannual Report
to Stockholders on Form N-CSRS for the six-month period ended
June 30, 2020, and subsequent filings
with the SEC. These factors should be considered carefully and
readers are cautioned not to place undue reliance on such
forward-looking statements. The Fund does not undertake any
responsibility to update publicly or revise any forward-looking
statement.
Media Contact
Joele Frank, Wilkinson Brimmer
Katcher: Lucas Pers 212-355-4449
Important Disclosure Information
1Royce & Associates, LP is a Delaware limited partnership that primarily
conducts its business under the name Royce Investment Partners and
has served as the Fund's investment adviser since the Fund's
inception.
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SOURCE Royce Global Value Trust, Inc.