Saba Capital Income & Opportunities Fund (BRW) Announces Rights Offering
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Number of Rights Required to Purchase One Common Share: Holders of Common Shares on the Record Date (“Record Date Shareholders”) will receive one Right for each outstanding Share owned on the Record Date. Rights entitle the holder to purchase one new Share for every 3 Rights held (1-for-3); however, any Record Date Shareholder who owns fewer than three Common Shares as of the Record Date will be entitled to subscribe for one Common Share. Fractional Common Shares will not be issued upon the exercise of Rights.
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Formula Price: The subscription price per Share (the “Subscription Price”) will be determined on the expiration date of the Offer, which is currently expected to be
October 28, 2025 , unless extended by the Fund (the “Expiration Date”), and will be equal to 95% of the average of the last reported sales price per Share on theNew York Stock Exchange (the “NYSE”) on the Expiration Date and each of the four (4) immediately preceding trading days (the “Formula Price”). If, however, the Formula Price is less than 87.5% of the Fund’s net asset value (“NAV”) per Share at the close of trading on the NYSE on the Expiration Date, the Subscription Price will be 87.5% of the Fund’s NAV per Share at the close of trading on the NYSE on the Expiration Date. The Subscription Price will be determined by the Fund on the Expiration Date.
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Over-subscription privilege: Record Date Shareholders who fully exercise all Rights issued to them can subscribe, subject to certain limitations and allotment, for any additional Common Shares which were not subscribed for by other holders of Rights at the Subscription Price, provided that the Board may eliminate this over-subscription privilege. Investors who are not Record Date Shareholders but who otherwise acquire Rights in the secondary market are not entitled to participate in the over-subscription privilege. If sufficient Common Shares are available, all Record Date Shareholders’ over-subscription requests will be honored in full. If these requests exceed available Common Shares, they will be allocated pro rata among those fully exercising Record Date Shareholders who over-subscribe based on the number of Rights originally issued to them by the Fund.
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Sale of Rights: Rights are transferable and are expected to be admitted for trading on the NYSE under the symbol “BRW RT” one Business Day prior to Record Date, and will cease trading one day before the Offer’s Expiration Date (
October 3 through October 27, 2025 ). During this time, Record Date Shareholders may also choose to sell their Rights.
After considering a number of factors, including potential benefits and costs, the Board and the Fund’s investment adviser,
The first
The Adviser believes this is an attractive time to raise additional assets for the Fund based on several factors, including the following potential benefits:
Rewards shareholders: This is an opportunity to buy new Common Shares below market price, and potentially NAV, or to realize value from the sale of Rights and potentially benefit from appreciation.
Enhanced liquidity: The Offer creates the potential for increased trading volume and liquidity of Common Shares.
Lower expenses: There is an expected lowering of the Fund’s expenses as a proportion of net assets due to the increase in Fund assets as a result of the Rights offering because the Fund’s fixed costs would be spread over a larger asset base.
Better capitalization on investment opportunities: Raising additional capital would potentially allow the Fund to better capitalize on attractive investment opportunities without having to sell existing positions.
The Fund expects to maintain its current distribution level following the Offer. Additionally, the Fund declared a regular monthly distribution payable on
The Offer will be made only by means of a prospectus supplement and accompanying prospectus. The Fund expects to mail subscription certificates evidencing the Rights and a copy of the prospectus supplement and accompanying prospectus for the Offer to Record Date Shareholders within
The information in this press release is not complete and is subject to change. This document is not an offer to sell any securities and is not soliciting an offer to buy any securities in any jurisdiction where the offer or sale is not permitted. This document is not an offering, which can only be made by a prospectus. Investors should consider the Fund’s investment objective, risks, charges and expenses carefully before investing. The Fund’s prospectus supplement and accompanying prospectus will contain this and additional information about the Fund and additional information about the Offer, and should be read carefully before investing. For further information regarding the Offer, or to obtain a prospectus supplement and the accompanying prospectus, when available, please contact the Fund’s information agent:
(203) 972-9300
About
Forward-Looking Statements. This press release contains forward-looking statements subject to the inherent uncertainties in predicting future results and conditions. Any statements that are not statements of historical fact (including but not limited to statements containing the words “believes,” “plans,” “anticipates,” “expects,” “estimates” and similar expressions) should also be considered to be forward-looking statements. These statements are not guarantees of future performance, conditions or results and involve a number of risks and uncertainties. Certain factors could cause actual results and conditions to differ materially from those projected in these forward-looking statements. These factors, including but not limited to the “Risks” noted in the Fund’s prospectus as well as the uncertainty as to whether the Fund will realize anticipated benefits from the Offer, are identified from time to time in the Fund’s filings with the Securities and Exchange Commission as well as the materials on the Fund’s website. Forward-looking statements speak only as of the date they are made, and the Fund assumes no duty to and does not undertake to update forward-looking statements. Actual results could differ materially from those anticipated in forward-looking statements and future results could differ materially from historical performance.
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