Total Return Securities Fund Provides Details About Rights Offering and Subsequent Tender Offer

Rhea-AI Summary

Total Return Securities Fund (NYSE: SWZ) announced a non-transferable rights offering and described a planned subsequent tender offer.

Holders of record on November 14, 2025 will receive one right per share to buy one additional share at 85% of NAV on the expiration date of December 5, 2025 (unless extended). Rights holders who fully exercise may subscribe for additional unsubscribed shares subject to allotment. The Board intends to authorize a tender offer after the rights offering to buy 15%–30% of outstanding shares at a price of at least 98% of NAV. A Form N-2 registration statement has been filed but is not yet effective.

Positive

• Subscription price set at 85% of NAV
• Record date established: November 14, 2025
• Tender offer planned to repurchase 15%–30% of shares
• Tender price floor of at least 98% of NAV

Negative

• Registration statement on Form N-2 is not yet effective
• Rights expire on December 5, 2025 unless extended
• Tender offer terms dependent on rights offering results

NEW YORK, Nov. 03, 2025 (GLOBE NEWSWIRE) -- On October 23, 2025, Total Return Securities Fund (f/k/a The Swiss Helvetia Fund, Inc.) (the “Fund”) (NYSE: SWZ) filed a registration statement with the Securities and Exchange Commission (the “SEC”) in connection with the issuance of one non-transferable right to the holders of record of each share of the Fund’s common stock held on November 14, 2025 to purchase one additional share of the Fund’s common stock at a subscription price of 85% of the net asset value (“NAV”) per share of the Fund’s common stock on the expiration date of December 5, 2025 (unless extended). Rights holders that fully exercise their rights will also be entitled to subscribe, subject to certain limitations set forth in the registration statement (which is available on the SEC’s website at www.sec.gov) and subject to allotment, for additional shares of common stock that are not subscribed for by other rights holders. 

As previously announced, the Board intends to authorize a tender offer to commence as soon as practicable after completion of the rights offering to purchase between 15% and 30% of the Fund’s outstanding shares (depending on the results of the rights offering) at a price of at least 98% of NAV, as determined following completion of the tender offer.

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

A registration statement on Form N-2 related to these securities has been filed with the SEC but has not yet become effective. These securities may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

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 rights offering for Total Return Securities Fund (SWZ) and who is eligible?

Holders of record on November 14, 2025 receive one non-transferable right per share to buy one additional share at 85% of NAV.

When does the SWZ rights offering expire and can it be extended?

The rights offering is scheduled to expire on December 5, 2025 unless the Fund extends the expiration date.

What additional subscription rights do rights holders have in the SWZ offering?

Rights holders who fully exercise may subscribe, subject to allotment, for additional unsubscribed shares per the registration statement.

What are the planned terms of the tender offer following the SWZ rights offering?

The Board intends to authorize a tender offer to buy 15%–30% of outstanding shares at a price of at least 98% of NAV.

Has SWZ filed required SEC documents for the rights offering and tender offer?

A Form N-2 registration statement has been filed but is not yet effective; a Schedule TO will be filed if a tender offer commences.