Royce Value Trust, Inc. Announces Terms of Common Stock Rights Offering
article 01-25-2018

Royce Value Trust, Inc. Announces Terms of Common Stock Rights Offering

January 25, 2018 − The Board of Directors (the “Board”) of Royce Value Trust, Inc. (NYSE:RVT) (the “Fund”) has approved a non-transferable rights offering which would allow the Fund’s record date common stockholders to acquire additional shares of common stock of the Fund (the “Offer"). The Board determined that it would be in the best interests of the Fund and its stockholders to increase the assets of the Fund that are available for current and future investment opportunities. Additionally, the Offer provides Fund stockholders with the opportunity to purchase additional shares of common stock at a price below market value, or at net asset value (“NAV”) per share, without paying any commissions.  Increasing the size of the Fund also may result in lowering the Fund’s expenses as a percentage of its average net assets.

Certain key terms of the Offer are summarized below.

  • Each stockholder will receive one non-transferable right (each, a “Right”) for each whole share of common stock held of record as of the record date, rounded up to the nearest number of Rights evenly divisible by ten. The Rights will allow stockholders to subscribe for one share of common stock for each ten Rights held (the “Primary Subscription”).  The Rights are non-transferable and may not be purchased or sold.
  • The subscription price for all shares of common stock issued pursuant to the Offer will be the lower of: (i) $0.25 below the last reported sale price per share on the New York Stock Exchange on the first business day after the expiration date of the Offer (the “Pricing Date”) or (ii) the NAV per share on the Pricing Date.
  • Record date common stockholders who fully exercise their Rights in the Primary Subscription may subscribe, subject to certain limitations and a pro-rata allotment, for those shares not purchased pursuant to the Primary Subscription.
  • If such over-subscription requests exceed the number of shares available, the Fund may, in its sole discretion and subject to certain anti-dilution limitations, increase the number of shares subject to subscription by up to 20% of the number of shares available under the Primary Subscription.

The Offer is subject to the effectiveness of the Fund’s Registration Statement on Form N-2 that was filed today with the Securities and Exchange Commission.  The Registration Statement filed today is not complete and may be changed.  The Offer will be made only by means of a final prospectus. Subject to effectiveness of such Registration Statement, it is currently expected that a prospectus and subscription certificates evidencing the Rights will be mailed to record date common stockholders in March 2018 and that the Offer will continue for approximately 30 days.

The information in this press release is not complete and is subject to change. This press release is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Investors should carefully consider the Fund’s investment objective, risks, charges and expenses before investing. The prospectus will contain this information and additional information about the Fund and the Offer, and should be read carefully before investing.  Please contact the Fund (toll free) at (800) 221-4268 with any questions about the Offer.

Shares of closed-end investment companies frequently trade at a discount from their NAV per share. The market price of the Fund’s shares of common stock is determined by a number of factors, several of which are beyond the control of the Fund. Therefore, the Fund cannot predict whether its shares will trade at, below, or above its NAV per share.

The Fund is a diversified, closed-end management investment company. The Fund’s investment goal is long-term capital growth. The Fund normally invests at least 65% of its assets in the equity securities of small- and micro-cap companies, generally those with stock market capitalizations ranging from $100 million to $3 billion, that Royce & Associates, LP (“Royce”), the Fund’s investment adviser, believes are trading below its estimate of their current worth. The Fund also may invest up to 25% of its assets in securities of issuers headquartered outside the United States. The Fund may invest a portion of its assets in companies with stock market capitalizations in excess of $3 billion. Royce uses a value investing style in managing the Fund’s assets.

Important Disclosure Information

Closed-End Funds are registered investment companies whose shares of common stock may trade at a discount to their net asset value. Shares of each Fund's common stock are also subject to the market risks of investing in the underlying portoflio securities held by the Fund. Royce Fund Services, LLC. ("RFS") is a member of FINRA and has filed this material with FINRA on behalf of each Fund. RFS does not serve as a distributor or as an underwriter to the closed-end funds.

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