Total Return Securities Fund Announces Rights Offering and Potential Tender Offer

Total Return Securities Fund, Inc. announces a rights offering, where shareholders will receive one non-transferable right for each share held to purchase an additional share at 85% of net asset value. The Board plans to authorize a tender offer to purchase 15% to 30% of outstanding shares at a price of at least 98% of net asset value, depending on the number of shares issued in the rights offering.

Title: Total Return Securities Fund, Inc. Announces Rights Offering and Tender Offer Plan

Total Return Securities Fund, Inc. (NYSE: SWZ) has announced a significant rights offering and subsequent tender offer plan. Shareholders will receive one non-transferable right for each share held, allowing them to purchase an additional share at 85% of the fund's net asset value (NAV) on the expiration date. The Board of Directors intends to authorize a tender offer to purchase a percentage of the fund's outstanding shares, depending on the number of shares issued in the rights offering.

The rights offering, which will be conducted on a date to be announced, will provide shareholders with the option to purchase additional shares at a discounted price. The subscription price for the additional shares will be 85% of the fund's NAV on the expiration date, unless extended [1]. Shareholders who fully exercise their rights will also be entitled to subscribe for additional shares that are not subscribed for by other rights holders, subject to certain limitations and allotment [1].

Following the rights offering, the Board plans to initiate a tender offer with two scenarios. If at least 8 million shares are issued in the rights offering, the Fund will purchase 30% of the outstanding shares. If less than 8 million shares are issued, the Fund will purchase either 15% of the outstanding shares or enough shares to maintain approximately $90 million in net assets, whichever is greater. The tender offer price will be at least 98% of NAV [1].

The Board of Directors has not yet commenced a tender offer for the outstanding shares of the Fund's common stock. If a tender offer is commenced, the Fund will file a Tender Offer Statement on Schedule TO with the Securities and Exchange Commission (SEC), which will contain important information about the terms and conditions of the tender offer [1].

Shareholders are encouraged to review the prospectus and the Tender Offer Statement, which will be available on the SEC's website (www.sec.gov) or the Fund's current website (www.totalreturnsecuritiesfund.com), before making any decisions regarding the rights offering or the tender offer [1].

References
[1] https://www.globenewswire.com/news-release/2025/08/19/3136019/0/en/Total-Return-Securities-Fund-Inc-Announces-Rights-Offering.html