Filed
Pursuant to Rule 424(b)(5)
File
No. 333-265058
Prospectus
Supplement
(To
Prospectus dated August 10, 2022)
Clough
Global Dividend and Income Fund
Up
to $10,000,000 of Shares of Beneficial Interest
Clough
Global Dividend and Income Fund (the “Fund”) has entered into a sales agreement, dated October 19, 2021 (the “Sales
Agreement”) with Virtu Americas LLC (“Virtu”), relating to the Fund’s shares of beneficial interest, no
par value per share (the “Common Shares”), offered by this Prospectus Supplement and the accompanying Prospectus dated
August 10, 2022. In accordance with the terms of the Sales Agreement, the Fund may offer and sell up to $10,000,000 of the Fund’s
Common Shares from time to time through Virtu. The Fund is a diversified, closed-end management investment company that commenced
investment operations in April 2004. The Fund’s investment objective is to provide a high level of total return and current
income.
The
Fund’s Common Shares are listed on the NYSE American (“NYSE”) under the symbol “GLV.” As of August
9, 2022, the last reported sale price for the Fund’s Common Shares was $8.35 per Common Share. As of August 9, 2022, the
last reported net asset value (“NAV”) per Common Share for the Fund’s Common Shares was $8.19.
Sales
of the Fund’s Common Shares, if any, under this Prospectus Supplement and the accompanying Prospectus may be made in negotiated
transactions or transactions that are deemed to be “at the market” as defined in Rule 415 under the Securities Act
of 1933, as amended (the “Securities Act”), including sales made directly on the NYSE or sales made to or through
a market maker other than on an exchange. Under the Investment Company Act of 1940, as amended (the “1940 Act”), the
minimum price on any day at which Common Shares may be sold will not be less than the then current NAV per Common Share plus the
per Common Share amount of the commission to be paid to Virtu (the “Minimum Price”). The Fund will determine whether
any sales of Common Shares will be authorized on a particular day. The Fund, however, will not authorize sales of Common Shares
if the price per share of the Common Shares is less than the Minimum Price. The Fund may elect not to authorize sales of Common
Shares on a particular day even if the price per share of the Common Shares is equal to or greater than the Minimum Price, or
may only authorize a fixed number of Common Shares to be sold on any particular day. The Fund will have full discretion regarding
whether sales of Common Shares will be authorized on a particular day and, if so, in what amounts.
You
should read this Prospectus Supplement and the accompanying Prospectus before deciding whether to invest in the Fund’s Common
Shares and retain it for future reference. Investing in the Fund’s Common Shares involves certain risks. You could lose
some or all of your investment. See “Risk Factors and Special Considerations” in the accompanying Prospectus. You
should consider carefully these risks together with all of the other information contained in this Prospectus Supplement and the
accompanying Prospectus before making a decision to purchase the Fund’s Common Shares.
Neither
the Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved of
these securities or determined if this Prospectus Supplement or the accompanying Prospectus is truthful or complete. Any representation
to the contrary is a criminal offense.
Prospectus
Supplement dated August 22, 2022
This
Prospectus Supplement, together with the accompanying Prospectus, sets forth concisely the information that you should know before
investing. You should read the accompanying Prospectus and Prospectus Supplement, which contain important information, before
deciding whether to invest in the Fund’s Common Shares. You should retain the accompanying Prospectus and Prospectus Supplement
for future reference. A statement of additional information (“SAI”), dated August 10, 2022, as supplemented from time
to time, containing additional information, has been filed with the SEC and is incorporated by reference in its entirety into
this Prospectus Supplement and the accompanying Prospectus. This Prospectus Supplement, the accompanying Prospectus and the SAI
are part of a “shelf” registration statement that the Fund filed with the SEC. This Prospectus Supplement describes
the specific details regarding this offering, including the method of distribution See “Plan of Distribution.” If
information in this Prospectus Supplement is inconsistent with the accompanying Prospectus or the SAI, you should rely on this
Prospectus Supplement.
You
may request a free copy of the SAI, request a free copy of the Fund’s annual and semi-annual reports, request other information
or make stockholder inquiries, by calling toll-free 1-855-425-6844 or by writing to the Fund at 1290 Broadway, Suite 1000, Denver,
Colorado 80203. The Fund’s annual and semi-annual reports also are available on the Fund’s website, free of charge,
at www.cloughglobal.com (information included on the website does not form a part of this Prospectus Supplement or accompanying
Prospectus), or from the SEC’s website (http://www.sec.gov). You can review and copy documents the Fund has filed at the
SEC’s Public Reference Room. The SEC charges a fee for copies. You can get the same information free from the SEC’s
website (http://www.sec.gov). You may also e-mail requests for these documents to publicinfo@sec.gov.
The
Fund’s securities do not represent a deposit or obligation of, and are not guaranteed or endorsed by, any bank or other
insured depository institution and are not federally insured by the Federal Deposit Insurance Corporation, the Federal Reserve
Board or any other government agency.
Primary
Investment Strategies. The Fund is a diversified, closed-end management investment company registered under the Investment
Company Act of 1940, as amended (the “1940 Act”). The Fund’s investment objective is to provide a high level
of total return. The Fund seeks to pursue this objective by applying a fundamental research-driven investment process and will
invest in equity securities of companies of any market capitalization and equity-related securities, including equity swaps and
call options, as well as fixed income securities, including both corporate and sovereign debt in both U.S. and non-U.S. markets.
There is no assurance that the Fund will achieve its investment objective.
The
Fund invests in a managed mix of equity and debt securities. The Fund is flexibly managed so that, depending on the Fund’s
investment adviser’s outlook, it sometimes will be more heavily invested in equity securities or in debt or fixed income
securities. Under normal circumstances, the Fund expects to invest in securities of issuers located in at least three countries
(in addition to the United States). Unless market conditions are deemed unfavorable, the Fund expects that the market value of
the Fund’s long and short positions in securities of issuers organized outside the United States and issuers doing a substantial
amount of business outside the United States (greater than 50% of revenues derived from outside of the United States) will represent
at least 40% of the Fund’s net assets. The Fund also may invest in call options, both on specific equity securities, as
well as securities representing exposure to equity sectors or indices and fixed income indices, including options on indices.
The Fund may acquire put and call options and options on stock indices and enter into stock index futures contracts, certain credit
derivatives transactions and short sales in connection with its equity investments. In connection with the Fund’s investments
in debt securities, it may enter into related derivatives transactions such as interest rate futures, swaps and options thereon
and certain credit derivatives transactions. Investments in non-U.S. markets will be made primarily through liquid securities,
including depositary receipts (which evidence ownership of underlying foreign securities) such as American Depositary Receipts
(“ADRs”), European Depositary Receipts (“EDRs”), Exchange Traded Funds (“ETFs”) and Global
Depositary Receipts (“GDRs”), as well as in stocks traded on non-U.S. exchanges. Investments in debt may include both
investment grade and non-investment grade issues. Investments in corporate debt may include bonds issued by companies in countries
considered emerging markets. Investments in sovereign debt may include bonds issued by countries considered emerging markets.
The Fund will not invest more than 33% of its total assets, at the time of acquisition, in securities (including equity and fixed
income securities) of governments and companies in emerging markets. The Fund may also invest a portion of its assets in real
estate investment trusts, or “REITs”, but the Fund does not expect that portion to be significant.
The
Fund may use various hedging strategies for return generation, or to express a specific view on an industry or individual company.
In addition to shorting to hedge equity risk, the Fund may utilize instruments including, for example, ETFs, derivative positions
and U.S. Treasury securities as a means to seek to reduce volatility and limit exposure to market declines. These instruments
can be effective in seeking to reduce volatility, and can help to prevent the Fund from selling long positions at sub-optimal
times. The Fund may also engage in frequent portfolio turnover.
The
Fund will place a high priority on capital preservation. The Fund may use a variety of investment techniques including shorting
strategies, use of derivatives, and use of long-dated bonds, designed to capitalize on declines in the market price of equity
securities or declines in market indices (e.g., the Fund may establish short positions in specific stocks or stock indices) based
on the Fund’s investment adviser’s investment outlook. Subject to the requirements of the 1940 Act and the Internal
Revenue Code of 1986, as amended (the “Code”), the Fund will not make a short sale if, after giving effect to such
sale, the market value of all securities sold short by the Fund exceeds 30% of the value of its total assets. No assurances can
be given that the Fund’s investment objective will be achieved.
Leverage.
The Fund currently uses leverage through borrowing. More specifically, the Fund has entered into a credit agreement (the
“Credit Agreement”) with a commercial bank (“Bank”). As of May 18, 2022, the Fund had outstanding $63,000,000
in principal amount of borrowings from the Credit Agreement representing approximately 32.87% of the Fund’s total assets
(including assets attributable to the Fund’s use of leverage). The Bank has the ability to terminate the Credit Agreement
upon 179-days’ notice or following an event of default. The Fund also may borrow money as a temporary measure for extraordinary
or emergency purposes.
TABLE
OF CONTENTS
Prospectus
Supplement
Page
| Prospectus
Supplement Summary |
S-6 |
| Use
of Proceeds |
S-6 |
| Capitalization |
S-6 |
| Table
of Fees and Expenses |
S-7 |
| Distributions |
S-8 |
| Price
Range of Common Shares |
S-9 |
| Outstanding
Securities |
S-9 |
| Plan
of Distribution |
S-9 |
| Legal
Matters |
S-10 |
| Incorporation
by Reference |
S-10 |
| Additional
Information |
S-11 |
Prospectus
Page
| Prospectus
Summary |
5 |
| Cautionary
Notice Regarding Forward-Looking Statements |
18 |
| Summary
of Fund Expenses |
18 |
| Use
of Proceeds |
21 |
| The
Fund |
21 |
| Investment
Objective and Policies |
21 |
| Use
of Leverage |
38 |
| Risk
Factors and Special Considerations |
39 |
| Management
of the Fund |
50 |
| Net
Asset Value |
52 |
| Distributions |
53 |
| Dividend
Reinvestment Plan |
54 |
| Federal
Income Tax Matters |
56 |
| Description
of Capital Structure |
58 |
| Anti-Takeover
Provisions in the Declaration of Trust |
69 |
| Conversion
to Open-End Fund |
70 |
| Custodian
and Transfer Agent |
70 |
| Legal
Matters |
71 |
| Reports
to Shareholders |
71 |
| Independent
Registered Public Accounting Firm |
71 |
| Additional
Information |
71 |
| Incorporation
by Reference |
71 |
| The
Fund’s Privacy Policy |
72 |
You
should rely only on the information contained or incorporated by reference in this Prospectus Supplement and the accompanying
Prospectus. The Fund has not authorized anyone to provide you with different information. The Fund is not making an offer to sell
these securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained
in this Prospectus Supplement and the accompanying Prospectus is accurate as of any date other than the date of this Prospectus
Supplement and the accompanying Prospectus, respectively. The Fund’s business, financial condition, results of operations
and prospects may have changed since those dates. In this Prospectus Supplement and in the accompanying Prospectus, unless otherwise
indicated, “Fund,” refers to Clough Global Dividend and Income Fund.
CAUTIONARY
NOTICE REGARDING
FORWARD-LOOKING STATEMENTS
This
Prospectus Supplement, the accompanying Prospectus and statement of additional information contain “forward-looking statements.”
Forward-looking statements can be identified by the words “may,” “will,” “intend,” “expect,”
“estimate,” “continue,” “plan,” “anticipate,” and similar terms and the negative
of such terms. By their nature, all forward-looking statements involve risks and uncertainties, and actual results could differ
materially from those contemplated by the forward-looking statements. Several factors that could materially affect the Fund’s
actual results are the performance of the portfolio of securities the Fund holds, the price at which the Fund’s Common Shares
will trade in the public markets and other factors discussed in the Fund’s periodic filings with the SEC. Currently known
risk factors that could cause actual results to differ materially from the Fund’s expectations include, but are not limited
to, the factors described in the “Risk Factors and Special Considerations” section of the accompanying Prospectus.
The Fund urges you to review carefully that section for a more detailed discussion of the risks of an investment in the Fund’s
securities.
Although
the Fund believes that the expectations expressed in the Fund’s forward-looking statements are reasonable, actual results
could differ materially from those projected or assumed in the Fund’s forward-looking statements. The Fund’s future
financial condition and results of operations, as well as any forward-looking statements, are subject to change and are subject
to inherent risks and uncertainties, such as those disclosed in the “Risk Factors and Special Considerations” section
of the accompanying Prospectus. All forward-looking statements contained or incorporated by reference in this Prospectus Supplement
or the accompanying Prospectus are made as of the date of this Prospectus Supplement or the accompanying Prospectus, as the case
may be. Except for the Fund’s ongoing obligations under the federal securities laws, the Fund does not intend, and the Fund
undertakes no obligation, to update any forward-looking statement.
PROSPECTUS
SUPPLEMENT SUMMARY
This
is only a summary of information contained elsewhere in this Prospectus Supplement and the accompanying Prospectus. This summary
does not contain all of the information that you should consider before investing in the Fund’s shares of beneficial interest
(the “Common Shares”). You should carefully read the more detailed information contained in this Prospectus Supplement
and the accompanying Prospectus and the statement of additional information (“SAI”), dated August 10, 2022, especially
the information set forth in the Prospectus under the heading “Risk Factors and Special Considerations.”
The
Fund. Clough Global Dividend and Income Fund (the “Fund”) is a Delaware statutory trust registered as a diversified,
closed-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”). An
investment in the Fund may not be appropriate for all investors. There can be no assurance that the Fund will achieve its investment
objective.
Adviser.
Clough Capital Partners L.P. (“Clough”), the investment adviser of the Fund, is registered with the Securities
and Exchange Commission as an investment adviser under the Investment Advisers Act of 1940, as amended. As of April 30, 2022,
Clough had approximately $2.2 billion of assets under management. Clough’s address is 53 State St., Boston, MA 02109. The
Fund pays Clough a monthly fee at the annual rate of 0.70% of the Fund’s average daily total assets.
The
Offering. Sales of the Fund’s Common Shares, if any, under this Prospectus Supplement and the accompanying Prospectus
may be made in negotiated transactions or transactions that are deemed to be “at the market” as defined in Rule 415
under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on the NYSE or
sales made to or through a market maker other than on an exchange. The minimum price on any day at which Common Shares may be
sold will not be less than the then current NAV per Common Share plus the per Common Share amount of the commission to be paid
to Virtu (the “Minimum Price”). The Fund will determine whether any sales of Common Shares will be authorized on a
particular day. The Fund, however, will not authorize sales of Common Shares if the price per share of the Common Shares is less
than the Minimum Price. The Fund may elect not to authorize sales of Common Shares on a particular day even if the price per share
of the Common Shares is equal to or greater than the Minimum Price, or may only authorize a fixed number of Common Shares to be
sold on any particular day. The Fund will have full discretion regarding whether sales of Common Shares will be authorized on
a particular day and, if so, in what amounts.
USE
OF PROCEEDS
The
Fund estimates the net proceeds of the Offer to be approximately $10,000,000. This figure is based on the recent market price
of Common Shares of $8.35 and assumes all new Common Shares offered are sold and that the expenses related to the Offer estimated
at approximately $160,000 are paid.
Clough
anticipates that investment of the proceeds will be made in accordance with the Fund’s investment objectives and policies
as appropriate investment opportunities are identified. It currently is anticipated that the Fund will be able to invest substantially
all of the net proceeds of the offering within one week after they are received. However, delays could occur because market conditions
could result in the Clough delaying the investment of proceeds if it believes the margin of risk in making additional investments
is not favorable. See “Investment Objective and Policies” in the Prospectus. Pending such investment, the proceeds
may be held in high quality short-term debt securities and instruments.
CAPITALIZATION
Pursuant
to the Sales Agreement with Virtu, the Fund may offer and sell up to 1,197,604 of the Fund’s Common Shares from time to
time through Virtu for the offer and sale of the Common Shares under this Prospectus Supplement and the accompanying Prospectus.
There is no guarantee that there will be any sales of the Fund’s Common Shares pursuant to this Prospectus Supplement and
the accompanying Prospectus. The table below shows the Fund’s historical capitalization as of April 30, 2022 and the estimated
capitalization of the Fund assuming the sale of all 1,197,604 Common Shares that are subject to the Sales Agreement on a pro forma,
as adjusted basis as of August 9, 2022. Actual sales, if any, of the Fund’s Common Shares, and the actual application of
the proceeds thereof, under this Prospectus Supplement and the accompanying Prospectus may be different than as set forth in the
table below. In addition, the price per share of any such sale may be greater or less than $8.35 depending on the market price
of the Fund’s Common Shares at the time of any such sale. The Fund and Virtu will determine whether any sales of Common
Shares will be authorized on a particular day. The Fund and Virtu, however, will not authorize sales of Common Shares if the price
per share of the Common Shares is less than the Minimum Price. The Fund and Virtu may elect not to authorize sales of Common Shares
on a particular day even if the price per share of the Common Shares is equal to or greater than the Minimum Price, or may only
authorize a fixed number of Common Shares to be sold on any particular day. The Fund and Virtu will have full discretion regarding
whether sales of Common Shares will be authorized on a particular day and, if so, in what amounts.
The
following table sets forth the Fund’s capitalization:
●
on a historical basis as of April 30, 2022
● on
a pro forma as adjusted basis to reflect (1) the assumed sale of 1,197,604 of the Fund’s Common Shares at $8.35 per share
(the last reported sale price of the Fund’s Common Shares on NYSE on August 9, 2022) in an offering under this Prospectus
Supplement and the accompanying Prospectus, and (2) the investment of net proceeds assumed from such offering in accordance with
the Fund’s investment objective and policies, after deducting the assumed aggregate commission of $80,000 (representing
an estimated commission paid to Virtu of 0.80% of the gross sales price per share in connection with the sale of Common Shares
effected by Virtu in each offering) and offering costs payable by the Fund of $12,000.
| |
Actual
(unaudited) |
As
Adjusted
(unaudited) |
| Common Shares, no par value per
share, Unlimited shares authorized, 11,595,622 outstanding (actual) and 12,773,478 shares outstanding (as adjusted) |
$112,437,861 |
$122,345,854 |
| Total distributable earnings/(Accumulated
loss) |
$(10,835,058) |
$(10,835,058) |
| Net assets applicable to Common
Stockholders |
$101,602,803 |
$111,510,796 |
| |
|
|
| Total Capitalization |
$101,602,803 |
$111,510,796 |
TABLE
OF FEES AND EXPENSES
The
following table shows the Fund’s expenses as a percentage of net assets attributable to common shares. All expenses of the
Fund are borne, directly or indirectly, by the common shareholders. The purpose of the table and example below is to help you
understand all fees and expenses that you, as a holder of common shares, would bear directly or indirectly.
The
table assumes the use of leverage in an amount equal to 33% of the Fund’s total assets. The extent of the Fund’s assets
attributable to leverage, and the Fund’s associated expenses, are likely to vary (perhaps significantly) from these assumptions.
Interest payments on borrowings are included in the total annual expenses of the Fund.
| Shareholder
Transaction Expenses |
|
| Sales
Load (as a percentage of offering price) |
0.80% |
| Offering
Expenses Borne by the Fund1 |
0.01% |
| Dividend
Reinvestment Plan Fees2 |
None |
| Annual
Expenses |
Percentage
of
Net Assets
Attributable to
Common Shares |
| Investment
Advisory Fees3 |
0.93% |
| Interest
Payments on Borrowed Funds4 |
0.66% |
| Other
Expenses5 |
0.67% |
| Acquired
Fund Fees and Expenses |
0.27% |
| Total
Annual Fund Operating Expenses |
2.53% |
| (1) |
Estimated
maximum amount based on offering of $10,000,000 in common shares. |
| (2) |
There
will be no brokerage charges under the Fund’s dividend reinvestment plan with respect to shares of common stock issued
by the Fund in connection with the offering. However, you may pay brokerage charges if you sell your shares of common stock
held in a dividend reinvestment account. You also may pay a pro rata share of brokerage commissions incurred in connection
with your market purchases pursuant to the Fund’s dividend reinvestment plan. |
| (3) |
The
Investment Adviser fee is 0.70% of the Fund’s average daily total assets. Consequently, if the Fund has preferred shares
or debt outstanding, the investment management fee and other expenses as a percentage of net assets attributable to common
shares may be higher than if the Fund does not utilize a leveraged capital structure. |
| (4) |
Assumes
the use of leverage in the form of borrowing under the Credit Agreement representing 33% of the Fund’s total assets
(including any additional leverage obtained through the use of borrowed funds), also taking into account the additional assets
to be raised in an offer, as estimated above, at an annual interest rate cost to the Fund of 1.99%. In the event preferred
shares are issued, leverage may amount to 33% of the Fund’s total assets in the form of: (1) amounts borrowed by the
Fund under a credit agreement in an amount equal to 13% of the Fund’s total assets and (2) preferred shares offered
in an amount equal to 20% of the Fund’s total assets. |
| |
(5) |
Other
Expenses are estimated based on the Fund’s semi-annual period ending on April 30, 2022, assuming completion of the proposed
issuances. |
For
a more complete description of the various costs and expenses a common shareholder would bear in connection with the issuance
and ongoing maintenance of any preferred shares issued by the Fund, see “Risk Factors and Special Considerations—Special
Risks to Holders of Common Shares—Leverage Risk.”
Example
The
following example illustrates the expenses you would pay on a $1,000 investment in the Fund’s Common Shares, assuming a
5% annual portfolio total return.* The expenses illustrated in the following example include the estimated offering expenses of
$12,000 from the issuance of $55,000,000 million in common shares. The actual amounts in connection with any offering will be
set forth in the Prospectus Supplement if applicable.
| 1
Year |
3
Years |
5
Years |
10
Years |
| $34 |
$86 |
$142 |
$293 |
| * |
The
example should not be considered a representation of future expenses or rate of return. |
The
example is based on total Annual Expenses and Dividends on Preferred Shares shown in the table above and assumes that the amounts
set forth in the table do not change and that all distributions are reinvested at net asset value. Actual expenses may be greater
or less than those assumed. Moreover, the Fund’s actual rate of return may be greater or less than the hypothetical 5% return
shown in the example.
DISTRIBUTIONS
The
Fund, acting pursuant to a Securities and Exchange Commission (“SEC”) exemptive order and with the approval of the
Board, has adopted a plan, consistent with the Fund’s investment objective and policies to support a level distribution
of income, capital gains and/or return of capital (the “Plan”). Currently, in accordance with the Plan, until December
2022, the Fund will pay monthly distributions of one twelfth of 10% of the Fund’s adjusted year-ending monthly net asset
value (“NAV”), which is the average of the NAV’s of the last five business days of the prior calendar year.
Based on current conditions, Clough expects it will likely recommend that the rate continue to be set at 10% as per the current
policy after December 2022. Under the Plan, the Fund will distribute all available investment income to its shareholders, consistent
with the Fund’s primary investment objectives and as required by the Code. If sufficient investment income is not available
on a monthly basis, the Fund will distribute long-term capital gains and/or return of capital to shareholders in order to maintain
a level distribution. Each monthly distribution to shareholders is expected to be at the fixed amount established by the Board,
except for extraordinary distributions and potential distribution rate increases to enable the Fund to comply with the distribution
requirements imposed by the Code.
The
Board may amend, suspend or terminate the Fund’s Plan without prior notice if the Board determines in good faith that continuation
would constitute a breach of fiduciary duty or would violate the 1940 Act. The suspension or termination of the Plan could have
the effect of creating a trading discount (if the Fund’s stock is trading at or above net asset value) or widening an existing
trading discount. The Fund is subject to risks that could have an adverse impact on its ability to maintain level distributions.
Examples of potential risks include, but are not limited to, economic downturns impacting the markets, increased market volatility,
companies suspending or decreasing corporate dividend distributions and changes in the Code. Please refer to the Notes to Financial
Statements in the Annual Report to Shareholders for a more complete description of its risks.
The
level dividend rate may be modified by the Board of Trustees from time to time. If, for any monthly distribution, net investment
company taxable income, if any (which term includes net short-term capital gain) and net tax-exempt income, if any, is less than
the amount of the distribution, the difference will generally be a tax- free return of capital distributed from the Fund’s
assets. The Fund’s final distribution for each calendar year will include any remaining net investment company taxable income
and net tax-exempt income undistributed during the year, as well as all net capital gain, if any, realized during the year. If
the total distributions made in any calendar year exceed net investment company taxable income, net tax-exempt income and net
capital gain, such excess distributed amount would be treated as ordinary dividend income to the extent of the Fund’s current
and accumulated earnings and profits.
Distributions
in excess of the earnings and profits would first be a tax-free return of capital to the extent of the adjusted tax basis in the
shares. After such adjusted tax basis is reduced to zero, the distribution would constitute capital gain (assuming the shares
are held as capital assets). In addition, the amount treated as a tax-free return of capital will reduce a shareholder’s
adjusted tax basis in its shares, thereby increasing the shareholder’s potential taxable gain or reducing the potential
taxable loss on the sale of the shares. This distribution policy may, under certain circumstances, have certain adverse consequences
to the Fund and its shareholders. See “Distributions.”
PRICE
RANGE OF COMMON SHARES
The
following table shows, for each fiscal quarter since the quarter ended January 31, 2018: (i) the high and low closing sale prices
per Common Share, as reported on the NYSE American; (ii) the corresponding net asset values per Common Share; and (iii) the percentage
by which the Common Shares traded at a premium over, or discount from, the net asset values per Common Share at those high and
low closing prices. The Fund’s net asset value per Common Share is determined on a daily basis.
| Quarter
Ended | | |
Market
Price | | |
Net
Asset value at | | |
Market
Premium
(Discount)
to net Asset
Value at
| |
| |
| | |
High | | |
Low | | |
Market High | | |
Market Low | | |
Market High | | |
Market Low | |
| 2022 |
April
30 | | |
$ | 10.20 | | |
$ | 8.30 | | |
$ | 10.03 | | |
$ | 8.77 | | |
| 1.70% | | |
| -5.36% | |
| |
January
31 | | |
$ | 11.56 | | |
$ | 9.68 | | |
$ | 11.30 | | |
$ | 9.90 | | |
| 2.30% | | |
| -2.22% | |
| 2021 |
October
31 | | |
$ | 12.04 | | |
$ | 10.88 | | |
$ | 11.39 | | |
$ | 10.97 | | |
| 4.74% | | |
| 2.01% | |
| |
July
31 | | |
$ | 12.15 | | |
$ | 10.11 | | |
$ | 11.54 | | |
$ | 11.53 | | |
| 4.85% | | |
| -11.71% | |
| |
April
30 | | |
$ | 12.41 | | |
$ | 10.54 | | |
$ | 11.80 | | |
$ | 11.81 | | |
| 3.47% | | |
| -10.67% | |
| |
January
31 | | |
$ | 10.75 | | |
$ | 10.42 | | |
$ | 11.47 | | |
$ | 11.32 | | |
| -6.28% | | |
| -7.95% | |
| 2020 |
October
31 | | |
$ | 10.12 | | |
$ | 8.73 | | |
$ | 10.99 | | |
$ | 10.23 | | |
| -7.92% | | |
| -14.66% | |
| |
July
31 | | |
$ | 9.54 | | |
$ | 8.02 | | |
$ | 10.84 | | |
$ | 9.42 | | |
| -11.99% | | |
| -14.86% | |
| |
April
30 | | |
$ | 11.81 | | |
$ | 6.45 | | |
$ | 12.27 | | |
$ | 9.18 | | |
| -3.75% | | |
| -29.74% | |
| |
January
31 | | |
$ | 11.49 | | |
$ | 10.86 | | |
$ | 12.24 | | |
$ | 12.05 | | |
| -6.13% | | |
| -9.88% | |
| 2019 |
October
31 | | |
$ | 11.11 | | |
$ | 10.59 | | |
$ | 12.02 | | |
$ | 12.41 | | |
| -7.57% | | |
| -14.67% | |
| |
July
31 | | |
$ | 11.28 | | |
$ | 10.65 | | |
$ | 12.49 | | |
$ | 12.38 | | |
| -8.89% | | |
| -13.97% | |
| |
April
30 | | |
$ | 11.39 | | |
$ | 10.91 | | |
$ | 12.49 | | |
$ | 12.24 | | |
| -8.81% | | |
| -10.87% | |
| |
January
31 | | |
$ | 11.66 | | |
$ | 9.48 | | |
$ | 12.56 | | |
$ | 11.37 | | |
| -7.17% | | |
| -16.62% | |
| 2018 |
October
31 | | |
$ | 12.86 | | |
$ | 11.16 | | |
$ | 13.65 | | |
$ | 12.42 | | |
| -5.79% | | |
| -10.14% | |
| |
July
31 | | |
$ | 13.04 | | |
$ | 12.36 | | |
$ | 13.86 | | |
$ | 13.53 | | |
| -5.92% | | |
| -8.65% | |
| |
April
30 | | |
$ | 13.58 | | |
$ | 12.28 | | |
$ | 14.17 | | |
$ | 13.58 | | |
| -4.16% | | |
| -9.57% | |
| |
January
31 | | |
$ | 14.39 | | |
$ | 13.12 | | |
$ | 14.93 | | |
$ | 14.57 | | |
| -3.62% | | |
| -9.95% | |
On
August 9, 2022, the net asset value per Common Share was $8.19, trading prices ranged between $8.32 and $8.40 (representing a
premium to net asset value of 1.56% and 2.50%, respectively) and the closing price per Common Share was $8.35 (representing a
premium to net asset value of 1.92%).
OUTSTANDING
SECURITIES
As
of August 9, 2022, the Fund’s Common Shares were the only outstanding securities issued by the Fund. As of the same date,
the Fund had 12,554,214 Common Shares outstanding:
(1)
Title
of
Class |
(2)
Amount
Authorized |
(3)
Amount
Held by
Fund or for its
account |
(4)
Amount
Outstanding
Exclusive of Amount
Shown under (3) As of
August 9, 2022 |
| Common
Stock |
Unlimited |
None |
12,554,214 |
PLAN
OF DISTRIBUTION
Under
the Sales Agreement, upon written instructions from the Fund, Virtu will use its commercially reasonable efforts consistent with
its sales and trading practices, to sell, as the Fund’s sales agent, the Common Shares under the terms and subject to the
conditions set forth in the Sales Agreement. Virtu’s sales efforts will continue until the Fund instructs Virtu to suspend
sales. The Fund will instruct Virtu as to the amount of Common Shares to be sold by Virtu. The Fund may instruct Virtu not to
sell Common Shares if the sales cannot be effected at or above the price designated by the Fund in any instruction. The Fund or
Virtu may suspend the offering of Common Shares upon proper notice and subject to other conditions.
Virtu
will provide written confirmation to the Fund not later than the opening of the trading day on the NYSE following the trading
day on which Common Shares are sold under the Sales Agreement. Each confirmation will include the number of shares sold on the
preceding day, the net proceeds to us and the compensation payable by the Fund to Virtu in connection with the sales. Settlement
for sales of Common Shares will occur on the second trading day following the date on which such sales are made, or on some other
date that is agreed upon by the Fund and Virtu in connection with a particular transaction, in return for payment of the net proceeds
to the Fund. There is no arrangement for funds to be received in an escrow, trust or similar arrangement.
The
Fund will pay Virtu commissions for its services in acting as agent in the sale of Common Shares. Virtu will be entitled to compensation
of up to 200 basis points of the gross sales price per share of any Common Shares sold under the Sales Agreement, with the exact
amount of such compensation to be mutually agreed upon by the Fund and Virtu from time to time.
There
is no guarantee that there will be any sales of the Fund’s Common Shares pursuant to this Prospectus Supplement and the
accompanying Prospectus. Actual sales, if any, of the Fund’s Common Shares under this Prospectus Supplement and the accompanying
Prospectus may be less than as set forth in this paragraph. In addition, the price per share of any such sale may be greater or
less than the price set forth in this paragraph, depending on the market price of the Fund’s Common Shares at the time of
any such sale. Assuming $10,000,000 of the Fund’s Common Shares offered hereby are sold at a market price of $8.35 per share
(the last reported sale price for the Fund’s Common Shares on the NYSE on August 9, 2022), The Fund estimates that the total
cost for the offering, excluding compensation payable to Virtu under the terms of the Sales Agreement, would be approximately
$12,000.
In
connection with the sale of the Common Shares on behalf of the Fund, Virtu may, and will with respect to sales effected in an
“at the market” offering, be deemed to be an “underwriter” within the meaning of the 1933 Act, and the
compensation of Virtu may be deemed to be underwriting commissions or discounts. The Fund has agreed to provide indemnification
and contribution to Virtu against certain civil liabilities, including liabilities under the Securities Act.
The
offering of the Fund’s Common Shares pursuant to the Sales Agreement will terminate upon the earlier of (1) the sale of
all Common Shares subject to the Sales Agreement or (2) termination of the Sales Agreement. The Sales Agreement may be terminated
by the Fund in its sole discretion at any time by giving notice to Virtu. Virtu may terminate the Sales Agreement at any time
under the circumstances specified in the Sales Agreement and may terminate the Sales Agreement in its sole discretion at any time
following a period of 12 months from the date of the Sales Agreement by giving notice to the Fund. In addition, the Adviser may
terminate the Sales Agreement under the circumstances specified in the Sales Agreement.
The
principal business address of Virtu is One Liberty Plaza, 165 Broadway, New York, NY 10036.
LEGAL
MATTERS
Certain
legal matters in connection with the Common Shares have been passed upon for the Fund by K&L Gates LLP, counsel to the Fund
in connection with the offering of the Common Shares. Certain legal matters will be passed on by Duane Morris LLP as special counsel
to Virtu in connection with the offering.
INCORPORATION
BY REFERENCE
This
Prospectus Supplement and the accompanying Prospectus constitutes part of a registration statement that the Fund has filed with
the SEC. The Fund is permitted to “incorporate by reference” the information that it files with the SEC, which means
that the Fund can disclose important information to you by referring you to those documents. The information incorporated by reference
is an important part of this Prospectus Supplement and the Prospectus, and later information that the Fund files with the SEC
will automatically update and supersede this information.
The
documents listed below, and any reports and other documents subsequently filed with the SEC pursuant to Rule 30(b)(2) under the
1940 Act and Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination of the offering, are incorporated
by reference into this Prospectus Supplement and the Prospectus and deemed to be part of this Prospectus Supplement and the Prospectus
from the date of the filing of such reports and documents:
| ● | the
Fund’s Statement of Additional Information, dated August 10, 2022, filed with the
Prospectus (“SAI”), filed with the SEC on August 10, 2022; |
| ● | the
Fund’s Annual Report on Form N-CSR for the fiscal year ended October 31,
2021, filed with the SEC on January 10, 2022; |
| ● | the
Fund’s Semi-Annual Report on Form N-CSRS for the period ended April 30,
2022, filed with the SEC on July 7, 2022; and |
| ● | the
Fund’s definitive proxy statement on Schedule 14A for the Fund’s 2022
annual meeting of shareholders, filed with the SEC on May 27, 2022. |
ADDITIONAL
INFORMATION
The
Fund is subject to the informational requirements of the Securities Exchange Act of 1934 and the 1940 Act and in accordance therewith
files reports and other information with the SEC. Reports, proxy statements and other information filed by the Fund with the SEC
pursuant to the informational requirements of such Acts can be inspected and copied at the public reference facilities maintained
by the SEC, 100 F Street, N.E., Washington, D.C. 20549. The SEC maintains a web site at http://www.sec.gov containing reports,
proxy and information statements and other information regarding registrants, including the Fund, that file electronically with
the SEC.
This
Prospectus Supplement and accompanying Prospectus constitutes part of a Registration Statement filed by the Fund with the SEC
under the Securities Act and the 1940 Act. This Prospectus Supplement and accompanying Prospectus omits certain of the information
contained in the Registration Statement, and reference is hereby made to the Registration Statement and related exhibits for further
information with respect to the Fund and the Common Shares offered hereby. Any statements contained herein concerning the provisions
of any document are not necessarily complete, and, in each instance, reference is made to the copy of such document filed as an
exhibit to the Registration Statement or otherwise filed with the SEC. Each such statement is qualified in its entirety by such
reference. The complete Registration Statement may be obtained from the SEC upon payment of the fee prescribed by its rules and
regulations or free of charge through the SEC’s website (http://www.sec.gov).
Clough
Global Dividend and Income Fund
Up
to $10,000,000 of Shares of Beneficial Interest
PROSPECTUS
SUPPLEMENT
August
22, 2022
S-12
Clough Global Dividend a... (AMEX:GLV)
Historical Stock Chart
From Mar 2024 to Apr 2024
Clough Global Dividend a... (AMEX:GLV)
Historical Stock Chart
From Apr 2023 to Apr 2024
