UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant x Filed by a Party other than the Registrant ¨
Check the appropriate box:
| ¨ | Preliminary Proxy Statement | |
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
| ¨ | Definitive Proxy Statement | |
| x | Definitive Additional Materials | |
| ¨ | Soliciting Material Pursuant to Section 240.14a-12 | |
SPDR® GOLD TRUST
SPONSORED BY WORLD GOLD TRUST SERVICES, LLC
(Name of Registrant as Specified In Its Charter)
Steven J. Glusband, Esq.
Austin D. Keyes, Esq.
Carter Ledyard & Milburn LLP
2 Wall Street
New York, New York 10005
(212) 732-3200
glusband@clm.com
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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SPDR® Gold Trust Consent Solicitation – Sponsored by World Gold Trust Services, LLC
Record Date: June 9, 2014
Vote Cut-off Date: August 29, 2014, adjourned to October 17, 2014
Additional Materials:
| Item 1. | Spdrgoldshares.com consent solicitation update notice – US, Singapore and Mexico pages. |
| Item 2. | Spdrgoldshares.com consent solicitation update notice – Hong Kong page. |
| Item 3. | Spdrgoldshares.com consent solicitation update notice – Japan page. |
| Item 4. | Adjournment mailer to US shareholders. |
| Item 5. | Adjournment mailer to shareholders in Singapore and notice filed on SGX and in Mexico. |
| Item 6. | Adjournment mailer to shareholders and notice filed on HKEX -Hong Kong. |
| Item 7 | Adjournment mailer to Japanese shareholders. |
| Item 8. | Tdnet adjournment notice filed on the TSE – Japan. |
Item 1
Important Information (Updated August 29, 2014)
World Gold Trust Services, LLC, as sponsor of the SPDR® Gold Trust, or the Trust, filed a Consent Solicitation Statement with the U.S. Securities and Exchange Commission on June 19, 2014 with respect to a proposal to amend the Trust Indenture of the Trust. The shareholder voting period has been extended to October 17, 2014, subject to early termination of this Consent Solicitation, including if the consent of Shareholders holding 51% of the Trust’s outstanding Shares has been received for the two proposals, or the extension of the voting period at the discretion of the Sponsor.
Your vote is important.
Please click HERE to view the Consent Solicitation Statement.
If you are a shareholder and would like to register your vote online, please click HERE.
If you have any questions about this Consent Solicitation, please contact our solicitation agent Broadridge Financial Solutions, Inc., toll-free at +1 (855) 601 – 2254. Please note that you will be subject to toll charges if you are calling from outside the US, Canada or Mexico.
Item 2
Important Information (Updated August 29, 2014)
World Gold Trust Services, LLC, as sponsor of the SPDR® Gold Trust, or the Trust, filed a Consent Solicitation Statement with the U.S. Securities and Exchange Commission on June 19, 2014 with respect to a proposal to amend the Trust Indenture of the Trust. The shareholder voting period has been extended to October 17, 2014, subject to early termination of this Consent Solicitation, including if the consent of Shareholders holding 51% of the Trust’s outstanding Shares has been received for the two proposals, or the extension of the voting period at the discretion of the Sponsor. Hong Kong shareholders will be given a minimum of three days notice prior to the definitive implementation date for the two proposals.
Your vote is important.
Please click HERE to view the Consent Solicitation Statement.
If you have any questions about this Consent Solicitation, please contact our solicitation agent Broadridge Financial Solutions, Inc., toll-free at +1 (855) 601–2254. Please note that you will be subject to toll charges if you are calling from outside the U.S., Canada or Mexico. You may also contact our local Hong Kong Representative State Street Global Advisors Asia Limited at +852 2103 0100.
Item 3
Important Information (Updated August 29, 2014)
World Gold Trust Services, LLC, as sponsor of the SPDR® Gold Trust, or the Trust, filed a Consent Solicitation Statement with the U.S. Securities and Exchange Commission on June 19, 2014 with respect to a proposal to amend the Trust Indenture of the Trust. The shareholder voting period has been extended to October 17, 2014, subject to early termination of this Consent Solicitation, including if the consent of Shareholders holding 51% of the Trust’s outstanding Shares has been received for the two proposals, or the extension of the voting period at the discretion of the Sponsor.
Your vote is important.
Please click HERE to view the Consent Solicitation Statement.
If you have any questions about this Consent Solicitation, please contact our solicitation agent Broadridge Financial Solutions, Inc., toll-free at +1 (855) 601 – 2254. Please note that you will be subject to toll charges if you are calling from outside the US, Canada or Mexico. You may also contact in Japan the Share Handling Service Agent, Sumitomo Mitsui Trust Bank, Limited, Stock Transfer Agency Business Planning Department (Transfer Agency Business Center) toll-free at 0120-782-031.
Item 4
World Gold Trust Services, LLC
510 Madison Avenue, 9th Floor
New York, NY 10022
August 29, 2014
Dear GLD® Shareholder:
I am writing to you about an important matter concerning your investment in GLD.
Our records indicate that you have not yet voted your shares for two investor proposals put forth in the Consent Solicitation that you have already received.
YOUR VOTE IS EXTREMELY IMPORTANT. PLEASE CAST YOUR VOTE AT YOUR EARLIEST CONVENIENCE.
You can vote online, by telephone or by signing and returning the enclosed proxy card, which also includes voting instructions. In order to allow you sufficient time to respond, we have extended the voting date to October 17, 2014.
Since we last wrote to you, more than 85 percent of the GLD shareholders who have already voted supported the proposals. This is in line with Institutional Shareholder Services Inc. (ISS) and Glass, Lewis & Co., LLC, two leading, independent proxy advisory firms focused on protecting shareholder interests that recently recommended GLD shareholders to vote “FOR” these proposals.
While more than 93 million votes have already been cast in favor of the two proposals, we need an additional 40 million votes to enact them, which is why every vote counts and why your vote is so important. Your consent will help us better serve your investment.
If you have any questions regarding the enclosed proxy card or need assistance in voting, please contact Broadridge Financial Solutions, Inc., at 1-855-601-2254, who are handling the proxy administration on our behalf.
As Sponsor of the SPDR® Gold Trust, we greatly appreciate and value you being a shareholder.
Thank you in advance for your timely consideration of this matter.
Sincerely,
Aram Shishmanian
Chief Executive Officer
World Gold Trust Services, LLC
| * | Please note that although the shareholder voting period has been extended to October 17, 2014, it is subject to the early termination of this Consent Solicitation, including if the consent of Shareholders holding 51% of the Trust’s outstanding Shares has been received for the two proposals, or the extension of the voting period at the discretion of the Sponsor. |
Item 5
World Gold Trust Services, LLC
510 Madison Avenue, 9th Floor
New York, NY 10022
August 29, 2014
Dear GLD® Shareholder:
We are writing to you about an important matter concerning your investment in GLD.
Our records indicate that you have not yet voted your shares for two investor proposals put forth in the Consent Solicitation that you have already received.
YOUR VOTE IS EXTREMELY IMPORTANT. PLEASE CAST YOUR VOTE AT YOUR EARLIEST CONVENIENCE.
You can vote by signing and returning the enclosed proxy card, which also includes voting instructions. In order to allow you sufficient time to respond, we have extended the voting date to October 17, 2014.
Since we last wrote to you, more than 85 percent of the GLD shareholders who have already voted supported the proposals. This is in line with Institutional Shareholder Services Inc. (ISS) and Glass, Lewis & Co., LLC, two leading, independent proxy advisory firms focused on protecting shareholder interests that recently recommended GLD shareholders to vote “FOR” these proposals.
While more than 93 million votes have already been cast in favor of the two proposals, we need an additional 40 million votes to enact them, which is why every vote counts and why your vote is so important. Your consent will help us better serve your investment.
If you have any questions regarding the enclosed proxy card or need assistance in voting, please contact Broadridge Financial Solutions, Inc., at 1-855-601-2254 (which is toll-free if you are calling from the United States, Canada or Mexico), who are handling the proxy administration on our behalf.
As Sponsor of the SPDR® Gold Trust, we greatly appreciate and value you being a shareholder.
Thank you in advance for your timely consideration of this matter.
Sincerely,
World Gold Trust Services, LLC
as Sponsor of GLD
29 August 2014
| * | Please note that although the shareholder voting period has been extended to October 17, 2014, it is subject to the early termination of this Consent Solicitation, including if the consent of Shareholders holding 51% of the Trust’s outstanding Shares has been received for the two proposals, or the extension of the voting period at the discretion of the Sponsor. |
Item 6
IMPORTANT: This document is important and requires your immediate attention. If you are in doubt or have questions about the contents of this document, you should seek independent professional advice.
The Stock Exchange of Hong Kong Limited, Hong Kong Securities Clearing Company Limited, Hong Kong Exchanges and Clearing Limited and the Securities and Futures Commission take no responsibility for the contents of this document, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this document.
SPDR® GOLD TRUST
(the “Trust”)
(A collective investment scheme authorised under
Section 104 of the Securities and Futures Ordinance (Cap. 571) of Hong Kong1)
(Stock Code: 2840)
NOTICE OF AMENDMENT TO THE TRUST INDENTURE AND
PROPOSAL AND SOLICITATION FOR CONSENT
TO AMEND THE TRUST INDENTURE OF THE TRUST
| Please note that the voting period has been extended to October 17, 2014. (and may be further extended at the discretion of the Sponsor). The voting period may also be subject to early termination if the consent of Shareholders holding 51% of the Trust’s outstanding Shares has been received for the two proposals. Hong Kong shareholders will be given a minimum of three days notice prior to the definitive implementation date for the two proposals. The record date has not been changed and remains as 9 June 2014. Please refer to the consent solicitation statement dated 19 June 2014 for more information. |
Terms not otherwise defined in this notice shall have the meanings defined in the trust indenture, as amended, of the Trust.
Dear Shareholder:
We are writing to you about an important matter concerning your investment in the Trust.
Our records indicate that some of you have not yet voted your shares for two investor proposals put forth in the Consent Solicitation that you have already received.
YOUR VOTE IS EXTREMELY IMPORTANT. PLEASE CAST YOUR VOTE AT YOUR EARLIEST CONVENIENCE.
You can vote by signing and returning the enclosed proxy card, which also includes voting instructions. In order to allow you sufficient time to respond, we have extended the voting date to October 17, 2014.
Since we last wrote to you, more than 85 percent of the Trust’s shareholders who have already voted supported the proposals. This is in line with Institutional Shareholder Services Inc. (ISS) and Glass, Lewis & Co., LLC, two leading, independent proxy advisory firms focused on protecting shareholder interests that recently recommended the Trust’s shareholders to vote “FOR” these proposals.
| 1 | Securities and Futures Commission’s authorization is not a recommendation or endorsement of a scheme nor does it guarantee the commercial merits of a scheme or its performance. It does not mean the scheme is suitable for all investors nor is it an endorsement of its suitability for any particular investor or class of investors. |
While more than 93 million votes have already been cast in favor of the two proposals, we need an additional 40 million votes to enact them, which is why every vote counts and why your vote is so important. Your consent will help us better serve your investment.
Additional Information
If you are in doubt or have questions about the contents of this notice, or if you would like additional information, please contact the solicitation agent, Broadridge Financial Solutions, Inc., at +1-855-601-2254 (which is toll-free if you are calling from the United States, Canada or Mexico; otherwise you will incur a telephone call toll charge) or State Street Global Advisors Asia Limited (as the Hong Kong Representative of the Trust (the “Hong Kong Representative”)) at 68/F Two International Finance Centre, 8 Finance Street, Central, Hong Kong or by calling +852 2103 0100.
The Trust Indenture, the proposed amendments to the Trust Indenture and the U.S. consent solicitation statement will be available for inspection, free of charge, at the office of the Hong Kong Representative. The Sponsor accepts full responsibility for the accuracy of the information contained in this notice and confirms, having made all reasonable enquiries, that to the best of its knowledge and belief, there are no other facts the omission of which would make any statement misleading.
As Sponsor of the SPDR® Gold Trust, we greatly appreciate and value you being a shareholder.
Thank you in advance for your timely consideration of this matter.
World Gold Trust Services, LLC
as Sponsor of the Trust
29 August 2014
Item 7
[Translation]
September 2014
To beneficial owners
World Gold Trust Services, LLC
URGENT REQUEST
Please cooperate by voting for the amendment to the Trust Indenture
Dear Sirs & Mesdames,
By now, you should have received proxy voting instruction materials in the mail regarding an important Consent Solicitation for the SPDR® Gold Trust, for which the voting period has been extended to October 17, 2014 (Friday), subject to early termination of this Consent Solicitation, including if the consent of Shareholders holding 51% of the Trust’s outstanding Shares has been received for the two proposals, or the extension of the voting period at the discretion of the Sponsor. We are sorry for troubling you, but we most appreciate it if many of you would cooperate for going to the trouble to vote, no matter the size of your holdings, by the said date.
We would appreciate you immediately filling-in (a circle indicating for, against or abstention) in the proxy voting instructions (post card) enclosed in the proxy voting instruction materials originally sent to you in July, and putting it in a post box without a postage stamp. Although the post card states that it is valid until July 18, 2014, that validity has been extended, so please put the card in a post box to arrive at our office by October 17, 2014 (Friday).
We apologize for any inconvenience if you have already sent the proxy voting instructions.
If you have any questions, please contact:
(Share-handling service agent)
Sumitomo Mitsui Trust Bank, Limited, Stock Transfer Agency Department
8-4, Izumi, 2-Chome
Suginami-ku, Tokyo, Japan
(Transfer Agency business center)
Post Code: 168-0063
Toll-free Phone Number: 0120-782-031 (Weekdays, 9 a.m. - 5 p.m.)
Item 8
[Translation]
Notification of Extension of the Voting Deadline
regarding Amendments to the Trust Indenture of a Listed Investment Trust
Date submitted: August 29, 2014
To All Persons Concerned,
| Name of Management Company | World Gold Trust Services, LLC (Company Code Number: 13264) | |
| Name and Title of Representative | Name: John Adrian Pound Title: Chief Financial Officer | |
| Address of Attorney-in-Fact | Nishimura & Asahi Ark Mori Bldg 12-32, Akasaka 1-chome Minato-ku, Tokyo, Japan | |
| Name of Attorney-in-Fact | Name: Kei Ito Attorney-at-Law | |
| Contact Information for Inquiries | Nishimura & Asahi Name: Tomoko Yanase Attorney-at-Law Telephone Number: (03)5562-8500 |
Pursuant to the “Notification of Amendments to the Trust Indenture of a Listed Investment Trust and Record Date Regarding Voting of Beneficial Owners” dated May 30, 2014, we gave notice of the voting deadline in the U.S. (July 18, 2014) regarding the consent solicitation (the “Consent Solicitation”) for amendments to the trust indenture of SPDR® Gold Trust (the “Trust”) dated November 12, 2004 between us, as Sponsor, and The Bank of New York Mellon, as Trustee, as amended, regarding SPDR® Gold Shares (Code Number: 1326; the “Shares”) (for which we act as the Sponsor and the Management Company). In addition, We gave notice of extension of the voting deadline in the U.S. to August 29, 2014.
We hereby give notice to extend the voting deadline in the U.S. once again regarding amendments to the trust indenture as below. Accordingly, the voting deadline for the beneficial owners in Japan has also been extended to the same date, subject to early termination of this Consent Solicitation, including if the consent of the shareholders holding 51% of the Trust’s outstanding Shares has been received for the two proposals, or the extension of the voting period at the discretion of the Sponsor. We would like all of the beneficial owners in Japan to fill out the proxy voting instructions (post card) and post it so that it arrives no later than the extended deadline. Although the post card states that it is valid until July 18, 2014, it can still be posted after that date.
| Voting Deadline in U.S. (extended) | October 17, 2014 |