| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| SCHEDULE 13D/A | |
| Under the Securities Exchange Act of 1934 | |
| (Amendment No. 2)* | |
|
| |
|
Central GoldTrust | |
| (Name of Issuer) | |
|
| |
|
Units | |
| (Title of Class of Securities) | |
|
| |
|
153546106 | |
| (CUSIP Number) | |
|
Polar Securities Inc. Attention: Greg Lemaich 401 Bay Street, Suite 1900 P.O. Box 19 Toronto, ON M5H 2Y4, Canada (416) 369-8087 | |
| (Name, Address and Telephone Number of Person | |
| Authorized to Receive Notices and Communications) | |
|
May 1, 2015 | |
| (Date of Event Which Requires Filing of This Statement) | |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ¨
(Page 1 of 5 Pages)
______________________________
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 153546106 | SCHEDULE 13D/A | Page 2 of 5 Pages |
| 1 |
NAME OF REPORTING PERSON Polar Securities Inc. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS AF | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Canada | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7 |
SOLE VOTING POWER -0- | ||
| 8 |
SHARED VOTING POWER 1,095,231 Units | |||
| 9 |
SOLE DISPOSITIVE POWER -0- | |||
| 10 |
SHARED DISPOSITIVE POWER 1,095,231 Units | |||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 1,095,231 Units | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.68% | |||
| 14 |
TYPE OF REPORTING PERSON IA | |||
| CUSIP No. 153546106 | SCHEDULE 13D/A | Page 3 of 5 Pages |
| 1 |
NAME OF REPORTING PERSON North Pole Capital Master Fund | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS OO (See Item 3) | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7 |
SOLE VOTING POWER -0- | ||
| 8 |
SHARED VOTING POWER 1,095,231 Units | |||
| 9 |
SOLE DISPOSITIVE POWER -0- | |||
| 10 |
SHARED DISPOSITIVE POWER 1,095,231 Units | |||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 1,095,231 Units | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.68% | |||
| 14 |
TYPE OF REPORTING PERSON CO | |||
| CUSIP No. 153546106 | SCHEDULE 13D/A | Page 4 of 5 Pages |
This Amendment No. 2 (this "Amendment No. 2") amends the statement on Schedule 13D filed on March 3, 2015 (the "Original Schedule 13D", and as amended hereby and by Amendment No. 1 filed on April 2, 2015, the "Schedule 13D") with respect to the units (the "Units"), of Central GoldTrust, a trust established under the laws of the Province of Ontario, Canada (the "Issuer"). Capitalized terms used herein and not otherwise defined in this Amendment No. 2 shall have the meanings set forth in the Schedule 13D. This Amendment No. 2 amends Items 4 and 7 as set forth below.
| Item 4. | PURPOSE OF TRANSACTION |
| Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following: | |
|
The annual and special meeting of unitholders of the Issuer was held on May 1, 2015. Polar Securities issued a press release on May 4, 2015 commenting on the results of the annual and special meeting. A copy of the press release is attached as Exhibit 6 to this Schedule 13D and is incorporated by reference into this Item 4 as if set out in full.
Polar Securities is continuing to evaluate various means to enhance shareholder value. | |
| Item 7. | MATERIAL TO BE FILED AS EXHIBITS |
| Item 7 of the Schedule 13D is hereby amended and supplemented by the addition of the following: | |
| Exhibit 6: Press Release, dated May 4, 2015. |
| CUSIP No. 153546106 | SCHEDULE 13D/A | Page 5 of 5 Pages |
SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: May 5, 2015
| POLAR SECURITIES INC. | ||
| /s/ Greg Lemaich | ||
| Name: Greg Lemaich | ||
| Title: General Counsel | ||
| NORTH POLE CAPITAL MASTER FUND | ||
| By: Polar Securities Inc., its investment manager | ||
| /s/ Greg Lemaich | ||
| Name: Greg Lemaich | ||
| Title: General Counsel |
CENTRAL GOLDTRUST UNITHOLDERS SEND CLEAR MESSAGE OF NEED FOR CHANGE
TORONTO, MAY 4, 2015 – Polar Securities Inc. ("Polar") a 5.7% unitholder of Central GoldTrust (“CGT” or the “Trust”) (TSX:GTU-U; NYSE MKT:GTU) commented on the voting result of Friday’s annual and special meeting of unitholders of Central GoldTrust (the “Meeting”).
Of the total votes cast at the meeting, more than 43% supported the election of Polar’s five independent and highly qualified nominees. After Polar began its process to unlock value for the benefit of all Unitholders, Sprott Asset Management (“Sprott”) publicly stated its intention to launch an exchange offer to the benefit of all Unitholders.
“The Meeting was a referendum on the trustees of CGT. The strong support received for Polar’s trustee nominees is a clear and unambiguous message that a significant number of CGT Unitholders have lost confidence in the trustees,” said Paul Sabourin, CIO of Polar.
“We have continually stated that our sole objective is to reduce the persistent trading discount of the Trust’s Units to their net asset value. A successful exchange offer from Sprott will accomplish that. During our solicitation process, unitholders, including those that were unable to support our redemption proposal, provided significant positive feedback about the potential of a Sprott offer. We would like to thank Unitholders for their support of our efforts to maximize Unitholder value and to establish a truly independent board,” continued Mr. Sabourin.
POLAR SECURITIES INC.
Established in 1991, Polar, based in Toronto, Canada, is registered as an Investment Dealer, Investment Fund Manager and Futures Commission Merchant with the Ontario Securities Commission and is a member of the Investment Industry Regulatory Organization of Canada. Polar acts as the investment manager for certain investment funds and manages over CAD$2 billion of client funds. Polar’s investment philosophy focuses on capital preservation and low volatility. During its tenure, Polar has invested in more than 10 Canadian precious metals funds and more than 75 Canadian closed-end products and has extensive expertise in structuring, managing and investing in complex investment products.
For further information:
Media:
Riyaz Lalani
Bayfield Strategy, Inc.
(416) 907-9365
rlalani@bayfieldstrategy.com