NEW YORK, NY — (Marketwire) — 12/13/12 — (OTCQB: GIFD) (the “Company”) announced today that its Board of Directors, after careful consideration and based on the recommendation of a special committee comprised solely of the independent directors, by the unanimous vote of the directors present, adopted a shareholder rights plan (the “Plan”). This action has been taken in furtherance of implementing the Company-s business proposal, approved by its shareholders at a special meeting adjourned to February 29, 2012, to change the Company-s business from an investment company to an operating company that will own, operate, manage, acquire, develop and redevelop professionally managed self storage facilities and seek to qualify as a real estate investment trust (“REIT”) for federal tax purposes. In approving the Plan, the Board seeks to preserve the Company-s ability to fully implement the business proposal and to discourage the accumulation of shares by persons or groups of persons to such an extent that concentrated ownership would adversely affect the Company-s ability to convert to an operating company and qualify as a REIT for federal tax purposes.
Since stockholder approval of the Company-s business proposal, which is fully described in the Company-s proxy materials available at , the Company has taken numerous steps to implement the proposal including, among other things, investing in REITs, terminating its investment management agreement, and converting to internal management. Until the business proposal is fully implemented, the Company-s Board of Directors has the power to change or modify the proposal if it concludes that doing so would be in the best interests of the Company and its shareholders.
The Company-s ability to qualify as a REIT for federal tax purposes in order to avoid adverse tax consequences for its shareholders is an integral component to the successful implementation of the business proposal that the Company-s shareholders approved in February. A key requirement that the Company must satisfy to qualify as a REIT for federal tax purposes is that no more than 50% of the value of the Company-s outstanding shares may be owned directly, indirectly, or constructively by five or fewer individuals (or certain entities). The accumulation of the Company-s shares by a person, or a related group of persons, could frustrate the expressed desire of the Company-s shareholders to fully implement the business proposal by converting to an operating company and qualifying as a REIT for federal tax purposes.
To implement the Plan, the Board of Directors declared a special dividend distribution of one non-transferrable right for each outstanding share of the Company-s common stock, par value $.01 per share, to shareholders of record at the close of business on December 13, 2012. Each right entitles the registered holder to purchase from the Company one share of its common stock, par value $.01 per share, subject to adjustment. The rights will be distributed as a non-taxable dividend and will expire on April 12, 2013 unless earlier redeemed or exchanged by the Company. The rights will be evidenced by the underlying Company common stock and no separate rights certificates will presently be distributed.
Subject to certain exceptions in the rights agreement, the rights will become exercisable 10 days following a public announcement that a “person” (as defined in the Rights Agreement) or a group of affiliated or associated persons have acquired “beneficial ownership” (as defined in the Rights Agreement) of 22% or more of the outstanding shares of the Company-s common stock. In this event, however, any person who “beneficially owns” (as defined in the Rights Agreement) more than 20% of the outstanding common shares of the Company-s common stock will not be permitted to exercise any rights associated with common shares beneficially owned in excess of 20% of the outstanding common shares of the Company, and those additional rights will be deemed null and void. The Board of Directors may terminate the Plan at any time or redeem the rights, for $.01 per right, at any time before a person or a group of affiliated or associated persons beneficially owns 22% or more of the Company-s common stock.
UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, CERTAIN RIGHTS OWNED BY ANY PERSON WHO IS OR BECOMES AN ACQUIRING PERSON (AS DEFINED IN THE RIGHTS AGREEMENT) SHALL BECOME NULL AND VOID. YOU SHOULD OBTAIN, CAREFULLY READ, AND RETAIN A COPY OF THE RIGHTS AGREEMENT.
A copy of the rights agreement specifying the terms and conditions of the rights is available on the Company-s website at and will be filed with the Securities and Exchange Commission. Additional details regarding the Plan will be outlined in a summary to be mailed to all stockholders following the record date.
The Company is a non-diversified closed end investment management company whose common stock is traded over the counter under the ticker symbol “GIFD.” The primary investment objective of the Company is to provide a high level of income, with capital appreciation as a secondary objective. On February 29, 2012, shareholders approved a proposal to change the Company-s business from an investment management company to an operating company that will own, operate, manage, acquire, develop and redevelop professionally managed self storage facilities (the “Business Proposal”). Until the Business Proposal is fully implemented, the Company-s Board of Directors has the power to change or modify the Business Proposal if it concludes that doing so would be in the best interests of the Company and its shareholders.
The Company-s management and affiliated persons of management may from time to time own, buy or sell common stock of the Company. More information about the Company may be obtained at .
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful under the securities laws of any such state.
This release contains certain “forward looking statements” made pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These statements involve known and unknown risks, uncertainties and other factors, many of which are beyond the control of the Company, which may cause the Company-s actual results to be materially different from those expressed or implied by such statements. The forward looking statements made herein are only made as of the date of this release, and the Company undertakes no obligation to publicly update such forward looking statements to reflect subsequent events or circumstances. Additional information concerning such risks and uncertainties are contained in the Company-s filings with the Securities and Exchange Commission.
Contact:
John F. Ramirez
Secretary
1-212-344-6310, ext. 208