The Boards of Trustees (each, a “Board”) of Clough Global
Dividend and Income Fund (GLV), Clough Global Equity Fund (GLQ) and
Clough Global Opportunities Fund (GLO) (each, a “Fund” and
collectively, the “Funds”) announced today that each Board has
approved a discount management program, which includes a tender
offer for the Funds and a managed distribution of 10%, as further
described below.
Tender Offers
The Boards of Trustees of the Funds have approved cash tender
offers for up to 37.5% of each of GLQ’s and GLO’s respective
outstanding common shares of beneficial interest and up to 32.5% of
GLV’s outstanding common shares of beneficial interest (with
respect to each Fund, the “Shares”) at a price per Share equal to
98.5% of each Fund’s respective net asset value (“NAV”) per Share
as of the business day immediately following the expiration date of
the tender offers. The Funds will repurchase Shares tendered and
accepted in the tender offers in exchange for cash.
The respective Board of Trustees of each Fund believes the
tender offer could benefit participating shareholders by providing
liquidity at a price per Share that is higher than the market price
of the Shares. The Boards of Trustees believe the tender offers
could also benefit the Funds and their long-term shareholders
because the tender offers would be conducted at a price per Share
that would be accretive to NAV.
Managed Distribution
The Funds will also commence a four year managed distribution
program. Beginning in August, 2017, and continuing through July,
2019 (the “Initial Managed Distribution Period”), each Fund will
pay monthly distributions (subject to certain limitations) in an
annualized amount of not less than 10% of the respective Fund’s
average monthly NAV. Each Fund will calculate the average NAV from
the previous month by taking the simple average of the NAV of the
Fund based on the number of business days in that month on which
the NAV is calculated. The amount of the monthly distribution will
be calculated as 10% of the previous month’s average NAV, divided
by twelve.
Following the Initial Managed Distribution Period, the Board of
each Fund will review the current distribution amount in light of
the current distribution rate of peer funds selected by the Board
and will seek to pay a monthly distribution in an amount not less
than the average monthly distribution rate of the peer group for an
additional two year period.
Robert Butler, Chairman of the Boards, said “We are very pleased
to be implementing a discount management program that will provide
our shareholders with liquidity but more importantly, with the
4-year commitment to a managed distribution program, we believe we
are positioning the Funds for the future as attractive vehicles for
investors who seek regular and predictable distributions.”
Withdrawal of Saba Candidates and Proposals
Saba Capital Management, L.P. (collectively with certain of its
affiliates, “Saba”) announced that, in connection with the Funds
and their respective Boards agreeing to take the actions set forth
in the respective Standstill Agreements discussed below, it has
withdrawn its slate of nominees to serve as trustees of each Fund.
It has also withdrawn the proposals for GLV and GLO seeking a
shareholder vote regarding the classified board structure of the
Funds.
Standstill Agreements
The commencement of the tender offers and managed distribution
program is pursuant to separate agreements (the “Standstill
Agreements”) between each Fund and Saba. Subject to the terms of
the Standstill Agreements and in consideration for the tender
offers, managed distribution plan and other factors set forth in
the Standstill Agreements, Saba has agreed, subject to the terms of
the Standstill Agreements, to (1) tender all Shares of the Funds
owned by it in the tender offers, (2) be bound by certain
“standstill” covenants through July 10, 2021 and (3) vote its
remaining Shares on all proposals submitted to shareholders in
accordance with the recommendation of management through July 10,
2021. Additionally, each Fund has agreed to a four year managed
distribution program as described above. The Funds have been
advised that Saba will file a copy of each Fund’s Standstill
Agreement with the U.S. Securities and Exchange Commission as an
exhibit to its Schedule 13D.
The Funds have not commenced the tender offers described in this
release or declared any dividend or distribution. This announcement
is not a recommendation, an offer to purchase or a solicitation of
an offer to sell shares of any Fund and the above statements are
not intended to constitute an offer to participate in any tender
offer. Information about each tender offer, including its
commencement, will be provided by future public announcements.
Shareholders will be notified in accordance with the requirements
of the Securities Exchange Act of 1934, as amended, and the
Investment Company Act of 1940, as amended, either by publication
or mailing or both. Each tender offer will be made only by an Offer
to Purchase, a related Letter of Transmittal and other documents,
to be filed with the SEC. Shareholders of the Funds should read the
Offer to Purchase and tender offer statement and related exhibits
when those documents are filed and become available, as they will
contain important information about the applicable tender offer.
These and other filed documents will be available to investors for
free both at the website of the SEC and from the Funds.
Additional Information
About Clough Global Equity Fund
The Fund is a closed-end fund utilizing the Adviser’s
research-driven, thematic process, with an investment objective of
providing a high level of total return. Having a global, flexible
mandate and exploiting the Firm’s research offices in Boston, the
Fund will invest at least 80% in equity and equity-related
securities in both U.S. and non-U.S. markets, and the remainder in
fixed income securities, including corporate and sovereign debt, in
both U.S. and non-U.S. markets. More information on the Clough
Global Equity Fund, including the Fund’s dividend reinvestment
plan, can be found at www.cloughglobal.com or call
877-256-8445.
About Clough Global Opportunities Fund
The Fund is a closed-end fund with an investment objective of
providing a high level of total return. The Fund seeks to achieve
this objective by applying a fundamental research-driven investment
process and will invest in equity and equity-related securities as
well as fixed income securities, including both corporate and
sovereign debt. Utilizing the Adviser’s global research
capabilities, with offices in Boston, the Clough Global
Opportunities Fund will invest in both U.S. and non-U.S. markets.
More information on the Clough Global Opportunities Fund, including
the Fund’s dividend reinvestment plan, can be found at
www.cloughglobal.com or call 877-256-8445.
About Clough Global Dividend and Income Fund
The Fund is a closed-end fund with an investment objective of
providing a high level of total return. With analysts in Boston,
the Clough Global Dividend and Income Fund seeks to pursue this
objective by applying a fundamental research-driven investment
process and will invest in equity and equity-related securities as
well as fixed income securities, including both corporate and
sovereign debt, in both U.S. and non-U.S. markets. More information
on the Clough Global Dividend and Income Fund, including the Fund’s
dividend reinvestment plan, can be found at www.cloughglobal.com or
call 877-256-8445.
About Clough Capital Partners L.P.
Clough Capital is a Boston-based investment advisory firm which
manages approximately $2.7 billion in assets: $1.1 billion in hedge
fund and institutional accounts; $78 million in open-end mutual
funds; and $1.5 billion in three closed-end funds (as of May 31,
2017) – Clough Global Dividend and Income Fund (GLV), Clough Global
Equity (GLQ), and the Clough Global Opportunities Fund (GLO). The
firm uses a global and theme-based approach and invests in
securities on a global basis.
An investor should consider investment objectives, risks,
charges and expenses carefully before investing. To obtain a
prospectus, annual report or semi-annual report which contains this
and other information visit www.cloughglobal.com or
call 877-256-8445. Read them carefully before investing.
Each Fund is a closed-end fund and closed-end funds do not
normally continuously issue shares for sale as open-end mutual
funds do. Since the initial public offering, each Fund now trades
in the secondary market. Investors wishing to buy or sell shares
need to place orders through an intermediary or broker. The share
price of a closed-end fund is based on the market's value.
Forward-looking statements are based on information that is
available on the date hereof, and neither the fund manager nor any
other person affiliated with the fund manager has any duty to
update any forward-looking statements. Important factors that could
affect actual results to differ from these statements include,
among other factors, material, negative changes to the asset class
and the actual composition of the portfolio.
ALPS Portfolio Solutions Distributor, Inc. FINRA Member.
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version on businesswire.com: http://www.businesswire.com/news/home/20170710005774/en/
Clough Capital Partners L.P.Tom Carter,
ALPS720-917-0615tom.carter@alpsinc.com
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