Total Return Securities Fund Announces Commencement of a Cash Tender Offer

Rhea-AI Summary

Total Return Securities Fund (NYSE: SWZ) announced a cash tender offer to purchase up to 4,000,000 shares of common stock at 98% of the fund's net asset value per share. The offer expires at 5:00 p.m. ET on January 20, 2026, unless extended, and the purchase price will use the NAV as of the close of the NYSE on the day following the Expiration Date. Under SEC rules the Fund may purchase additional shares not to exceed 2% of outstanding shares without amending the offer. The Fund filed a Schedule TO; shareholders may obtain offer documents from the SEC, the Fund website, or the information agent InvestorCom.

Positive

• Liquidity provided for shareholders via a cash tender offer
• Offer size up to 4,000,000 shares
• Flexibility to purchase an additional 2% of outstanding shares without amendment

Negative

• Purchase price set at 98% of NAV, implying a 2% discount for tendering shareholders
• Time-limited window that expires Jan 20, 2026 at 5:00 p.m. ET
• Shareholders holding in street name may face custodian deadlines earlier than the Expiration Date

Key Figures

Tender size 4,000,000 shares Maximum common shares to be purchased in cash tender offer

Tender price level 98% of NAV Purchase price as percentage of net asset value per share

Expiration date January 20, 2026 Tender offer expiration date (unless extended)

Additional capacity 2% of outstanding shares Extra shares Fund may buy without amending the offer

Expiration time 5:00 p.m. Eastern Time Tender offer expiration time on the Expiration Date

Schedule TO filing Schedule TO Tender offer statement filed with SEC for this offer

Information agent phone (877) 972-0090 InvestorCom toll-free contact number for tender documents

Market Reality Check

$6.27 Last Close

Volume Pre-news volume 24,228 vs 20-day average 74,732, showing lighter-than-normal trading. low

Technical Price $6.18 is trading below the 200-day MA of $6.56 and 34.46% under the 52-week high.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 08	Rights offering result	Neutral	+1.1%	Announced rights take-up and intention for ~23% tender at ≥98% NAV.
Nov 03	Rights/tender details	Neutral	-0.2%	Provided mechanics of non-transferable rights and planned tender offer.
Aug 19	Rights offering launch	Neutral	-0.3%	Launched rights issue at 85% of NAV with conditional tender framework.
Aug 07	Corporate actions plan	Neutral	-0.2%	Outlined intention for self-tender of at least 15% and possible rights.

Pattern Detected

Recent news has focused on a rights offering followed by a sizable self-tender at ~98% of NAV, with modest single-day price reactions to each step.

Recent Company History

This announcement follows a sequence of corporate actions by Total Return Securities Fund (NYSE: SWZ). On Aug 7, 2025, the Board outlined plans for a self-tender for at least 15% of shares plus a potential rights offering. Subsequent releases on Aug 19, Nov 3, and Dec 8 detailed the rights offering at 85% of NAV and an intended tender at no less than 98% of NAV. Today’s cash tender offer formalizes that previously signaled buyback step.

Market Pulse Summary

This announcement formalizes a cash tender offer for up to 4,000,000 shares at 98% of NAV, following earlier disclosures about a rights offering and planned self-tender. Investors may focus on how the buyback size and pricing affect share supply, NAV dynamics, and trading liquidity ahead of the January 20, 2026 expiration. Monitoring subsequent SEC filings and execution details of the offer remains important.

Key Terms

tender offer financial

"it is commencing a tender offer to purchase up to 4 million shares"

A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.

net asset value financial

"at a price of 98% of the Fund’s net asset value per share"

Net asset value is the total value of an investment fund's assets minus any liabilities, divided by the number of shares or units outstanding. It represents the per-share worth of the fund, similar to how the value of a house is determined by its total worth after debts are subtracted. Investors use it to gauge the true value of their holdings and to compare different investment options.

U.S. Securities and Exchange Commission regulatory

"In accordance with the rules of the U.S. Securities and Exchange Commission"

The U.S. Securities and Exchange Commission is a government agency responsible for overseeing the stock market and protecting investors. It sets rules to ensure that companies share truthful information and that trading is fair, helping to maintain trust in the financial system. This oversight is important because it helps prevent fraud and ensures that investors can make informed decisions.

Schedule TO regulatory

"The Fund has filed with the Commission a tender offer statement on Schedule TO"

A phrase indicating that a company plans or intends to hold an event, publish information, or take an action at a specified future time, but that the timing is not guaranteed and may change. For investors it signals an expected milestone—like an earnings call, product launch, or filing—so think of it as a calendar note rather than a firm promise; timing shifts can affect trading, expectations, and planning.

letter of transmittal financial

"subject to the conditions set forth in the offer to purchase and related letter of transmittal"

A letter of transmittal is a written form investors use when sending physical stock certificates or electronic ownership documents to a company or its agent to surrender shares, tender them in an offer, or claim payment or replacement securities. It acts like a packing slip that lists what is enclosed, gives instructions on how the transfer should be handled, and provides proof of the transaction—important for ensuring investors receive the correct payment or new securities without delay or dispute.

AI-generated analysis. Not financial advice.

NEW YORK, Dec. 19, 2025 (GLOBE NEWSWIRE) -- Total Return Securities Fund (f/k/a The Swiss Helvetia Fund, Inc.) (the “Fund”) (NYSE: SWZ) announced today that it is commencing a tender offer to purchase up to 4 million shares of common stock the Fund at a price of 98% of the Fund’s net asset value per share as of the close of the regular trading session of the New York Stock Exchange on the day following the “Expiration Date,” which is January 20, 2026 (unless extended). In accordance with the rules of the U.S. Securities and Exchange Commission (the “Commission”), the Fund may purchase additional shares not to exceed 2% of the Fund’s outstanding shares without amending or extending the tender offer.

The tender offer will expire at 5:00 p.m. Eastern Time, on the Expiration Date. The tender offer is being made only upon the terms and subject to the conditions set forth in the offer to purchase and related letter of transmittal, which will be sent to shareholders as soon as practicable. Shareholders that hold shares in street name and wish to accept the tender offer should contact their custodian to confirm when it requires notice (which may be prior to the Expiration Date).

This announcement is not a recommendation or an offer to purchase any securities of the Fund. The Fund has filed with the Commission a tender offer statement on Schedule TO and related exhibits under the Securities Exchange Act of 1934, as amended, relating to the tender offer. Shareholders should read the offer to purchase, letter of transmittal and other related documents carefully as they contain important information about the tender offer. Shareholders may obtain the offer to purchase, letter of transmittal and other related documents without charge from the Commission’s website at http://www.sec.gov, the Fund’s website (www.totalreturnsecuritiesfund.com) or the Fund’s information agent, InvestorCom, by calling toll free (877) 972-0090.

This press release shall not constitute an offer to sell or a solicitation to buy, nor shall there be any sale of the Fund’s shares in any state or jurisdiction in which such offer or solicitation or sale would be unlawful prior to registration or qualification under the laws of such state or jurisdiction.

For more information, please call InvestorCom, the Fund’s information agent, at (877) 972-0090 between the hours of 9:00 a.m. and 5:00 p.m., Eastern time, Monday through Friday (except holidays).

FAQ

What is the tender offer announced by Total Return Securities Fund (SWZ)?

The Fund is offering to purchase up to 4,000,000 shares at 98% of NAV, expiring Jan 20, 2026 at 5:00 p.m. ET.

How is the purchase price for SWZ determined in the tender offer?

The purchase price equals 98% of the Fund's net asset value per share as of the close of the NYSE on the day after the Expiration Date.

Can Total Return Securities Fund (SWZ) buy more than 4,000,000 shares?

Yes; under SEC rules the Fund may purchase additional shares not to exceed 2% of outstanding shares without amending the offer.

When does the SWZ tender offer expire and can it be extended?

The tender offer expires at 5:00 p.m. Eastern Time on January 20, 2026, unless the Fund extends it.

Where can SWZ shareholders get the offer to purchase and related documents?

Documents are available free from the SEC website, the Fund website, or the Fund's information agent InvestorCom at (877) 972-0090.