Total Return Securities Fund, Inc. Announces Rights Offering

Rhea-AI Summary

Total Return Securities Fund (NYSE:SWZ) has announced a significant rights offering and subsequent tender offer plan. The Fund will issue non-transferable rights allowing shareholders to purchase additional shares at 85% of NAV on the expiration date.

Following the rights offering, the Fund plans to initiate a tender offer with two scenarios: (1) If 8 million or more shares are issued, the Fund will purchase 30% of outstanding shares, or (2) If less than 8 million shares are issued, the Fund will purchase either 15% of outstanding shares or enough shares to maintain approximately $90 million in net assets, whichever is greater. The tender offer price will be at least 98% of NAV.

Positive

• Rights offering provides shareholders opportunity to purchase additional shares at 15% discount to NAV
• Subsequent tender offer at 98% of NAV provides liquidity opportunity for shareholders
• Fund commitment to maintain approximately $90 million in net assets shows strategic planning

Negative

• Rights offering could lead to dilution for shareholders who don't participate
• Tender offer size depends on rights offering participation, creating uncertainty
• Complex two-stage transaction structure may confuse some investors

NEW YORK, Aug. 19, 2025 (GLOBE NEWSWIRE) -- The Board of Directors (the “Board”) of Total Return Securities Fund, Inc. (f/k/a The Swiss Helvetia Fund, Inc.) (the “Fund”) (NYSE: SWZ) announced today that it intends to authorize the issuance of one non-transferable right for each share of the Fund held on a date to be announced to purchase one additional share of the Fund’s common stock at a subscription price of 85% of the net asset value (“NAV”) of the Fund’s shares on the expiration date (unless extended). Rights holders that fully exercise their rights will also be entitled to subscribe, subject to certain limitations to be set forth in a prospectus (which shall be available on the website of the Securities and Exchange Commission at www.sec.gov) and subject to allotment, for additional shares of stock that are not subscribed for by other rights holders. 

Shortly after completion of the rights offering, the Board intends to authorize a tender offer to purchase (1) 30% of the Fund’s outstanding shares if at least 8 million shares are issued in the rights offering, or (2) the greater of (a) 15% of the Fund’s outstanding shares and (b) the number of shares that would result in the Fund having approximately $90 million in net assets after completion of the tender offer if less than 8 million shares are issued in the rights offering, in either case at a price of at least 98% of NAV.

Contact: Tom Antonucci at 201-881-7102 or tantonucci@bulldoginvestors.com.  

This press release is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any of the Fund’s securities in any jurisdiction, nor shall there be any sale, issuance or transfer of its securities in any jurisdiction in contravention of applicable law. No offer of the Fund’s securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933.

This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of the Fund’s common stock.  No tender offer for the outstanding shares of our common stock has commenced.  If any tender offer is commenced, the Fund will file a Tender Offer Statement on Schedule TO with the SEC related to the tender offer.  The Tender Offer Statement (including an Offer to Purchase, a related Letter of Transmittal and other tender offer documents) will contain important information, including the terms and conditions of the tender offer, that should be read carefully before any decision is made with respect to the tender offer.  Stockholders will be able to obtain these documents free of charge, when they become available, from the SEC’s website (www.sec.gov) or the Fund’s current website (www.totalreturnsecuritiesfund.com).

FAQ

What is the Total Return Securities Fund (SWZ) rights offering price?

The rights offering allows shareholders to purchase additional shares at 85% of the Fund's NAV on the expiration date.

How many shares can investors purchase in the SWZ rights offering?

Shareholders will receive one non-transferable right for each share held, with each right allowing the purchase of one additional share.

What is the size of the SWZ tender offer after the rights offering?

If 8+ million shares are issued, the tender offer will be for 30% of outstanding shares. If less, it will be for 15% of shares or enough to maintain $90M in net assets, whichever is greater.

What is the tender offer price for SWZ shares?

The tender offer price will be at least 98% of NAV following the completion of the rights offering.

Can SWZ rights be traded or transferred to other investors?

No, the rights are non-transferable and can only be exercised by the shareholders who receive them.