1
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NAMES OF REPORTING PERSONS
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S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
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City of London Investment Group PLC, (CLIG) a company incorporated under the laws of England and Wales.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS*
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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England and Wales
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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3,530,034
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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3,530,034
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,530,034
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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38.1%
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14
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TYPE OF REPORTING PERSON*
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HC
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1
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NAMES OF REPORTING PERSONS
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S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
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City of London Investment Management Company Limited (CLIM), a company incorporated under the laws of England and Wales.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS*
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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England and Wales
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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3,530,034
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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3,530,034
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,530,034
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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38.1%
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14
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TYPE OF REPORTING PERSON*
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IA
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(a)
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and (b). As of the date hereof, CLIG, through its control of CLIM, and CLIM, in its capacity as investment adviser to the City of London Funds and the Segregated Accounts, have voting and dispositive power with respect to all 3,530,034 Shares owned directly by the City of London Funds and the Segregated Accounts, representing approximately 38.1% of the 9.257 million Shares outstanding as of October 4, 2017, as last reported by the Fund. As of the date hereof, BMI, CF, CG, CI, EUREKA, EWF, FREE, GBL, INV, and the Segregated Accounts owned directly 283,708; 95,663; 272,687; 216,694; 251,606; 129,232; 251,807; 275,156; 45,104; and 1,708,377 Shares, respectively, representing approximately 3.1%, 1.0%, 2.9%, 2.3%, 2.7%, 1.4%, 2.7%, 3.0%, 0.5% and 18.5% respectively, of the 9.257 million Shares outstanding as of October 4, 2017.
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(c).
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Information with respect to all transactions in the Shares beneficially owned by the Reporting Persons that were effected during the past 60 days is set forth below:
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David Cardale
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Non-Executive Chairman
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Barry Olliff
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Chief Executive Officer
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Susannah Nicklin
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Non-Executive Director
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Mark Driver
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Non-Executive Director
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Barry Aling
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Non-Executive Director
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Mark Dwyer
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Executive Director
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Tracy Rodrigues
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Executive Director
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Thomas Griffith
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Executive Director
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David Cardale
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Non-Executive Chairman
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Barry Olliff
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Chief Executive Officer / Chief Investment Officer
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Tracy Rodrigues
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Finance Director
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Thomas Griffith
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Director
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Mark Dwyer
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Director
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1.1.
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On the basis of the representations, warranties and agreements set forth herein, the Acquiring Fund agrees to seek to effect the Reorganization and to tender for shares of the combined fund as described herein:
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(c)
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The Tender Offer shall not provide for preferential treatment for any shareholders of the Acquiring Fund.
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(d)
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The Tender Offer shall require odd lot tenders to be subject to the same proration terms as tenders of 100 shares or more.
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(f)
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The Acquiring Fund shall not issue any common shares or any securities exchangeable or convertible into common shares prior to the payment of the Tender Offer proceeds.
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1.2.
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CoL covenants and agrees to tender, or caused to be tendered, 100% of the common shares of the Acquiring Fund of which it is the beneficial owner (as such term is used in Rule 13d-3 under the Exchange Act) in the Tender Offer. For the avoidance of doubt, and without limiting the generality of the foregoing, CoL covenants and agrees to tender, or caused to be tendered, all common shares of the Acquiring Fund owned, controlled or held by CoL and its principals, general partners, managing members, affiliated persons (as defined in the 1940 Act and which, for the avoidance of doubt, shall include (without limitation) any account or pooled investment vehicle now or in the future managed, advised or sub-advised by CoL or its affiliated persons) (all such persons, collectively, the "CoL Entities") as of the closing of the Tender Offer. The CoL Entities, together with the directors, officers and employees of CoL, are collectively referred to herein as the "CoL Affiliates".
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2.1.
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CoL covenants and agrees that:
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(a)
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(b)
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CoL will cause all shares it and the CoL Entities beneficially own as of the record date for a shareholder meeting to be voted in favor of all Director nominees and proposals presented at the 2018 special and/or annual general meetings to effect the Reorganization; and
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(a)
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This Agreement has been duly and validly authorized, executed and delivered by it and is enforceable against CoL in accordance with its terms.
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(b)
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The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not contravene any agreement, organizational document or provision of law applicable to it.
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2.4.
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Each Fund represents and warrants as follows:
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(a)
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This Agreement has been duly and validly authorized, executed and delivered by the Fund and it is enforceable against the Fund in accordance with its terms.
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(b)
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The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not contravene any agreement, organizational document or provision of law applicable to the Fund.
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3.2.
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This Agreement remains in full force and effect until the earliest of:
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(a)
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the expiration of the Standstill Period;
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(b)
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a termination of this Agreement pursuant to Section 3.1; and
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(c)
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such other date established by mutual written agreement of the Fund and CoL.
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3.3.
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Remedies. Each Party hereto hereby acknowledges and agrees that irreparable harm will occur in the event any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties will be entitled to seek specific performance hereunder, including, without limitation, an injunction or injunctions to prevent and enjoin breaches of the provisions of this Agreement and to enforce specifically the terms and provisions hereof in any state or federal court in the State of New York, in addition to any other remedy to which they may be entitled at law or in equity. Any requirements for the securing or posting of any bond with respect to any such remedy are hereby waived. All rights and remedies under this Agreement are cumulative, not exclusive, and will be in addition to all rights and remedies available to any Party at law or in equity.
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Jurisdiction; Venue; Waiver of Jury Trial. The Parties hereto hereby irrevocably and unconditionally consent to and submit to the jurisdiction of the state or federal courts in the State of New York for any actions, suits or proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. The Parties irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement, or the transactions contemplated hereby, in the state or federal courts in the State of New York, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF COL AND EACH FUND WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) IN ANY WAY ARISING OUT OF OR RELATING TO THIS AGREEMENT.
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Entire Agreement. This Agreement contains the entire understanding of the Parties with respect to the subject matter hereof and may be amended only by an agreement in writing executed by the Parties hereto. This Agreement supersedes all previous negotiations, representations and discussions by the Parties hereto concerning the subject matter hereof, and integrates the whole of all of their agreements and understanding concerning same. No prior oral representations or undertakings concerning the subject matter hereof will operate to amend, supersede, or replace any of the terms or conditions set forth in this Agreement, nor will they be relied upon.
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Section Headings. Descriptive headings are for convenience only and will not control or affect the meaning or construction of any provision of this Agreement.
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Notice. All notices, consents, requests, instructions, approvals and other communications provided for herein and all legal process in regard hereto will be validly given, made or served, if in writing and sent by email or facsimile, with a copy by personal delivery, certified mail, return receipt requested, or by overnight courier service to:
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Severability. Any provision of this Agreement that is invalid or unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining provisions of this Agreement or affecting the validity or enforceability of any provisions of this Agreement in any other jurisdiction. In addition, the Parties agree to use commercially reasonable efforts to agree upon and substitute a valid and enforceable term, provision, covenant or restriction for any such term, provision, covenant or restriction that is held invalid, void or unenforceable by a court of competent jurisdiction.
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Governing Law. This Agreement will be governed by and construed and enforced in accordance with the laws of the State of New York, without regard to the conflict of law principles thereof.
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Binding Effect; No Assignment. This Agreement will be binding upon and inure to the benefit of and be enforceable by and against, as applicable, the successors and assigns of the Parties hereto. Nothing in this Agreement, expressed or implied, is intended to confer on any person other than the Parties hereto, or their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement. No Party to this Agreement may, directly or indirectly, assign its rights or delegate its obligations hereunder (whether voluntarily, involuntarily, or by operation of law) without the prior written consent of the other Party. Any such attempted assignment will be null and void.
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Amendments; Waivers. No provision of this Agreement may be amended other than by an instrument in writing signed by the Parties hereto, and no provision hereof may be waived other than by an instrument in writing signed by the Party against whom enforcement is sought.
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No Reliance. Each Party acknowledges that it has received adequate information to enter into this Agreement, that is has not relied on any promise, representation or warranty, express or implied not contained in this Agreement and that it has been represented by counsel in connection with this Agreement. Accordingly, any rule of law or any legal decision that would provide any Party with a defense to the enforcement of the terms of this Agreement against such Party shall have no application and is expressly waived. The provisions of the Agreement shall be interpreted in a reasonable manner to effect the intent of the Parties.
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Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Delivery of an executed signature page of this Agreement by email or other electronic means shall be effective as delivery of a manually executed counterparty hereof.
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On behalf of the Funds listed in Appendix A
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By:
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/s/ Lucia Sitar | ||
Name: Lucia Sitar | |||
Title: V.P. | |||
City of London Investment Management Company Limited
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By:
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/s/ Tom Griffith | ||
Name: Tom Griffith | |||
Title: Director | |||
Name of Fund
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Date Fund Added as Party to Agreement
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Aberdeen Singapore Fund, Inc. (SGF)
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October 3, 2017
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Aberdeen Israel Fund, Inc. (ISL)
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October 3, 2017
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Aberdeen Latin America Equity Fund, Inc. (LAQ)
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October 3, 2017
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Aberdeen Indonesia Fund, Inc. (IF)
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October 3, 2017
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Aberdeen Chile Fund, Inc. (CH)
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October 3, 2017
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Aberdeen Emerging Markets Smaller Company Opportunities Fund, Inc. (ABE)
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October 3, 2017
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Aberdeen Greater China Fund, Inc. (GCH)
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October 3, 2017
|