Total Return Securities Fund, Inc. Makes Announcement

Rhea-AI Summary

Total Return Securities Fund (NYSE:SWZ) has announced plans for significant corporate actions affecting shareholders. The Board of Directors has affirmed its intention to conduct a self-tender offer for at least 15% of outstanding shares at a minimum of 98% of NAV.

Additionally, the Board is considering a rights offering to existing stockholders before the tender offer, primarily to mitigate the impact on the Fund's expense ratio following the tender offer. If implemented, the subsequent tender offer could target between 15% and 25% of post-rights offering outstanding shares.

Positive

• Tender offer price set at favorable 98% of NAV minimum
• Potential for larger tender offer up to 25% of shares
• Rights offering consideration shows attention to expense ratio management

Negative

• Potential dilution risk from rights offering if shares issued below NAV
• Fund's expense ratio could increase due to reduced asset base
• Uncertainty around final terms and timing of both offerings

NEW YORK, Aug. 07, 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) today affirmed its previously announced intention to authorize a self-tender offer to purchase at least 15% of the Fund’s outstanding shares at a price of at least 98% of the net asset value per share (“NAV”).

In addition, the Fund today announced that the Board is contemplating authorizing a rights offering to stockholders to purchase additional shares of the Fund’s common stock (prior to commencing a self-tender offer), for the primary purpose of limiting any increase in the Fund’s expense ratio as a result of a reduced asset base after completion of a tender offer. Depending on the number of shares issued pursuant to such a rights offering, the number of shares to be purchased by the Fund in the subsequent self-tender offer is expected to be more than 15% but not more than 25% of the Fund’s (post-rights offering) outstanding shares. The Board is mindful of the potential dilution from issuing common stock at a discount to NAV via a rights offering and there can be no assurance that the Board will authorize a rights offering or, if authorized, of the terms of such offering.

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 minimum percentage of shares SWZ plans to purchase in its tender offer?

Total Return Securities Fund plans to purchase at least 15% of outstanding shares at a minimum of 98% of NAV.

What is the purpose of SWZ's planned rights offering?

The rights offering is primarily intended to limit any increase in the Fund's expense ratio that would result from a reduced asset base after the tender offer completion.

What is the price range for SWZ's tender offer?

The Fund will offer to purchase shares at a price of at least 98% of the net asset value per share (NAV).

How many shares could SWZ potentially purchase in the tender offer after the rights offering?

Following the rights offering, the Fund expects to purchase between 15% and 25% of its post-rights offering outstanding shares.

Where can SWZ shareholders find official tender offer documents when available?

Official tender offer documents will be available on the SEC's website (www.sec.gov) and the Fund's website (www.totalreturnsecuritiesfund.com) once filed.