OFFER TO REPURCHASE
________________________________
OFFER BY
THE ASIA TIGERS FUND, INC.
TO REPURCHASE UP TO 5%
OF ITS ISSUED AND OUTSTANDING
SHARES OF COMMON STOCK
________________________________
THIS REPURCHASE OFFER WILL EXPIRE ON APRIL 16, 2004
AT 5:00 P.M., NEW YORK CITY TIME (THE "REPURCHASE REQUEST DEADLINE")
________________________________
THIS OFFER TO REPURCHASE AND THE ACCOMPANYING LETTER OF TRANSMITTAL (WHICH
TOGETHER CONSTITUTE THE "REPURCHASE OFFER") ARE NOT CONDITIONED ON ANY MINIMUM
NUMBER OF SHARES BEING TENDERED, BUT ARE SUBJECT TO OTHER CONDITIONS AS OUTLINED
HEREIN AND IN THE LETTER OF TRANSMITTAL.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THE REPURCHASE OFFER OTHER THAN THOSE
CONTAINED HEREIN AND IN THE LETTER OF TRANSMITTAL, AND IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MAY NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE ASIA TIGERS FUND, INC.
March 26, 2004
TABLE OF CONTENTS
PAGE
1. Number of Shares...........................................................3
2. Price; Repurchase Fee......................................................3
3. Purpose of the Repurchase Offer............................................3
4. Effect of the Offer; Source and Amount of Funds............................3
5. Procedure for Tendering Shares.............................................4
6. Stockholders' Right to Withdraw Tendered Shares............................6
7. Acceptance for Payment and Payment.........................................6
8. Suspensions and Postponements of Repurchase Offer..........................7
9. NAV, Market Price and Volume of Trading....................................7
10. Information with Respect to the Fund and the Fund's Investment Manager.....7
11. Certain Fees and Expenses..................................................8
12. Miscellaneous..............................................................8
13. Federal Income Tax Consequences............................................8
2
TO THE STOCKHOLDERS OF THE ASIA TIGERS FUND, INC.:
1. NUMBER OF SHARES. The Asia Tigers Fund, Inc. (the "Fund"), a Maryland
corporation registered under the Investment Company Act of 1940, as amended (the
"1940 Act"), as a closed-end, non-diversified management investment company,
hereby offers to repurchase up to 5% of the issued and outstanding shares of
common stock in the Fund (the "Shares") as of April 16, 2004 (the "Repurchase
Offer Amount"), which are tendered and not withdrawn prior to 5:00 p.m., New
York City Time, April 16, 2004 (the "Repurchase Request Deadline"). The Fund has
established a record date of March 12, 2004, for identifying stockholders
eligible to receive Repurchase Offer materials.
This Repurchase Offer is being made to all stockholders of the Fund
("Stockholders") and is not conditioned upon any minimum number of Shares being
tendered. NEITHER THE FUND, THE INVESTMENT MANAGER NOR ITS BOARD OF DIRECTORS
(THE "BOARD") IS MAKING ANY RECOMMENDATION TO ANY STOCKHOLDER WHETHER TO TENDER
OR REFRAIN FROM TENDERING SHARES IN THE REPURCHASE OFFER. The Fund and the Board
urge each Stockholder to read and evaluate the Repurchase Offer and related
materials carefully and make his or her own decision.
If the number of Shares properly tendered and not withdrawn prior to the
Repurchase Request Deadline is less than or equal to the Repurchase Offer
Amount, the Fund will, upon the terms and conditions of the Repurchase Offer,
purchase all Shares so tendered. If more Shares than the Repurchase Offer Amount
are duly tendered and not withdrawn prior to the Repurchase Request Deadline,
the Fund will either (1) repurchase all of the additional Shares tendered, if
the amount of such additional Shares does not exceed 2% of the Shares issued and
outstanding on the Repurchase Request Deadline, or (2) purchase the Repurchase
Offer Amount of Shares on a pro rata basis, provided, however, that the Fund may
accept all Shares tendered by Stockholders who own, beneficially or of record,
an aggregate of not more than 99 Shares and who tender all of their Shares,
before prorating Shares tendered by others.
As of March 12, 2004, 8,180,132 Shares were issued and outstanding. The
Fund does not anticipate that the number of Shares as of the Repurchase Request
Deadline will be materially different.
2. PRICE; REPURCHASE FEE. The repurchase price of the Shares will be their
net asset value ("NAV") at the close of regular trading on the New York Stock
Exchange ("NYSE") on April 23, 2004 (the "Repurchase Pricing Date"). The Shares
tendered pursuant to the Repurchase Offer will be subject to a repurchase fee
(the "Repurchase Fee") equal to 2% of NAV per Share, which will be deducted from
the repurchase price. The Fund normally calculates the NAV of its Shares each
Friday at the close of regular trading on the NYSE. On March 12, 2004, the NAV
was $11.61 per Share.
During the Repurchase Offer, the NAV of the Shares will be calculated as
of the close of regular trading on the NYSE each Friday and each of the five
business days (April 12, 2004 to April 16, 2004) preceding the Repurchase
Request Deadline (April 16, 2004). Stockholders can obtain the daily NAV and
daily NYSE closing price of the Shares from April 12, 2004 to April 16, 2004 by
calling Xxxxxxxxx Shareholder Communications Inc. toll free at 0-000-000-0000
or, for banks and brokers, at 000-000-0000.
The Shares are listed on the NYSE under the symbol "GRR." On March 12,
2004, the closing price on the NYSE was $10.81 per Share.
3. PURPOSE OF THE REPURCHASE OFFER. As with many closed-end investment
companies, the trading price of the shares on the NYSE has historically been at
a discount to, I.E., lower than, the NAV of the Shares. At a Special Meeting of
the Stockholders on April 26, 2002 (the "Stockholder Meeting"), Stockholders
approved a proposal converting the Fund to an "interval" structure, pursuant to
which the Fund would make quarterly offers to repurchase at least 5%, but not
more than 25%, of its outstanding Shares. The Repurchase Offer will permit
tendering Stockholders to liquidate at least a portion of their Shares at
approximately NAV (less the Repurchase Fee), while preserving the Fund as an
investment vehicle for long-term capital appreciation for the remaining
non-tendering Stockholders.
4. EFFECT OF THE OFFER; SOURCE AND AMOUNT OF FUNDS. The actual cost to the
Fund of the Repurchase Offer cannot be determined at this time because the
number of Shares to be purchased will depend on the number tendered, and the
price will be based on the NAV per Share on the Repurchase Pricing Date. If the
NAV per Share on the Repurchase Pricing Date is the same as the NAV per Share on
March 12, 2004 ($11.61 per Share), and if 5% of the outstanding Shares are
purchased pursuant to the Repurchase Offer, the cost to the Fund (excluding
expenses and the Repurchase Fee) would be approximately $4,748,567.
3
The monies to be used by the Fund to purchase Shares pursuant to the
Repurchase Offer will be obtained from cash and liquid securities in the Fund's
investment portfolio.
The Repurchase Offer may have certain adverse consequences for tendering
and non-tendering Stockholders:
FLUCTUATION IN NAV BETWEEN THE REPURCHASE REQUEST DEADLINE AND THE
REPURCHASE PRICING DATE: Stockholders must decide whether to tender their Shares
prior to the Repurchase Request Deadline, but the NAV at which the Fund will
repurchase Shares will not be calculated until the Repurchase Pricing Date. The
NAV of the Shares may fluctuate between the Repurchase Request Deadline and the
Repurchase Pricing Date, and there can be no assurance that the NAV of the
Shares on the Repurchase Pricing Date will be as high as the NAV of the Shares
on the Repurchase Request Deadline. Pursuant to Rule 23c-3 under the 1940 Act,
the Fund may use a Repurchase Pricing Date earlier than April 23, 2004 if, on or
immediately following the Repurchase Request Deadline, it appears that the use
of an earlier Repurchase Pricing Date is not likely to result in significant
dilution of the NAV of either Shares that are tendered in the Repurchase Offer
or Shares that are not so tendered.
POSSIBLE PRORATION: If greater than 5% of the Fund's Shares are tendered
pursuant to the Repurchase Offer, the Fund would be required to repurchase
Shares tendered on a pro rata basis, subject to certain exceptions described in
Section 1, "Number of Shares." Accordingly, Stockholders cannot be assured that
all of their tendered Shares will be repurchased.
RECOGNITION OF CAPITAL GAINS: As noted, the Fund may be required to sell
portfolio securities pursuant to the Repurchase Offer, in which event it might
recognize capital gains. The Fund expects that it would distribute any such
gains to Stockholders (reduced by net capital losses realized during the fiscal
year, if any) following the end of its fiscal year on October 31. This
recognition and distribution of gains, if any, would have two negative
consequences: first, Stockholders at the time of declaration of the
distributions would be required to pay taxes on a greater amount of capital gain
distributions than otherwise would be the case; and second, to raise cash to
make the distributions, the Fund might need to sell additional portfolio
securities, thereby possibly realizing and recognizing additional capital gains.
It is impossible to predict the amount of capital gains or losses that would be
realized and recognized. In addition, some of the distributed gains may be
realized on securities held for one year or less, which would generate income
taxable to the Stockholders at ordinary income rates.
TAX CONSEQUENCES OF REPURCHASES TO STOCKHOLDERS: The Fund's purchase of
tendered Shares pursuant to the Repurchase Offer will have tax consequences for
tendering Stockholders and may have tax consequences for non-tendering
Stockholders. See Section 13, "Federal Income Tax Consequences," below.
HIGHER EXPENSE RATIO AND LESS INVESTMENT FLEXIBILITY: The reduced net
assets of the Fund as a result of the Fund's annual Repurchase Offers will, over
time, result in a higher expense ratio for the Fund, and possibly in less
investment flexibility for the Fund, depending on the number of Shares
repurchased.
5. PROCEDURE FOR TENDERING SHARES. Stockholders may tender some or all of
their Shares by delivering or mailing a Letter of Transmittal or facsimile
thereof (together with certificates and other required documents) to the
Depositary at the appropriate address set forth at the end of this Repurchase
Offer or by following the procedures for book-entry delivery set forth below
(and causing a confirmation of receipt of such delivery to be received by the
Depositary). In lieu of the foregoing, tendering Stockholders can comply with
the guaranteed delivery procedures set forth below.
To tender Shares properly, the certificates for Shares, together with a
properly completed and duly executed Letter of Transmittal (or facsimile
thereof) and any other documents required by the Letter of Transmittal, must be
received prior to the Repurchase Request Deadline by the Depositary at the
appropriate address set forth at the end of this Repurchase Offer, except as
otherwise provided below in this Section. Letters of Transmittal and
certificates representing tendered Shares should NOT be sent or delivered
directly to the Fund. Stockholders having Shares registered in the name of a
broker, dealer, commercial bank, trust company or other nominee should contact
such firm if they desire to tender their Shares.
Signatures on all Letters of Transmittal must be guaranteed by a member
firm of a registered national securities exchange, a member of the National
Association of Securities Dealers, Inc. or a commercial bank or trust company
having an office, branch or agency in the United States (each being hereinafter
referred to as an "Eligible Institution"), except in cases where Shares are
tendered (i) by a registered holder of Shares who has not completed either the
box entitled "Special Payment Instructions" or the box entitled "Special
Delivery Instructions" on the Letter of Transmittal or (ii) for the account of
an Eligible Institution. See Instruction 1 of the Letter of Transmittal.
4
If the certificates are registered in the name of a person other than the signer
of the Letter of Transmittal, or if payment is to be made to a person other than
the registered owner of the certificates surrendered, then the certificates must
be endorsed or accompanied by appropriate stock powers, in either case signed
exactly as the name or names of the registered owner or owners appear on the
certificates, with the signature(s) on the certificates or stock powers
guaranteed as aforesaid. See Instruction 6 of the Letter of Transmittal.
The Fund's transfer agent holds Shares in uncertificated form for certain
Stockholders pursuant to the Fund's dividend reinvestment plan. Stockholders may
tender all such uncertificated Shares by completing the appropriate section in
the Letter of Transmittal or Notice of Guaranteed Delivery. There may be tax
consequences to a tendering Stockholder who tenders less than all Shares he or
she owns. See Section 13, "Federal Income Tax Consequences," below.
The Depositary will establish accounts with respect to the Shares at the
Depository Trust Company ("DTC") for purposes of the Repurchase Offer within two
business days after the date of this Offer to Repurchase. Any financial
institution that is a participant in DTC's system may make delivery of tendered
Shares by causing DTC to transfer such Shares into the Depositary's account in
accordance with DTC's procedure for such transfer. However, although delivery of
Shares may be effected through transfer into the Depositary's account at DTC,
the Letter of Transmittal (or facsimile thereof), with any required signature
guarantee and any other required documents, must, in any case, be transmitted to
and received by the Depositary at the appropriate address set forth at the end
of this Repurchase Offer before the Repurchase Request Deadline, or the
tendering Stockholder must comply with the guaranteed delivery procedure
described below. Delivery of documents to DTC in accordance with DTC's
procedures does not constitute delivery to the Depositary.
If certificates for Shares are not immediately available or time will not
permit the Letter of Transmittal and other required documents to reach the
Depositary prior to the Repurchase Request Deadline, Shares may nevertheless be
tendered provided that all of the following conditions are satisfied:
(a) such tenders are made by or through an Eligible Institution; and
(b) the Depositary receives, prior to the Repurchase Request
Deadline, a properly completed and duly executed Notice of Guaranteed
Delivery substantially in the form provided by the Fund (delivered either
by hand, mail, telegram, telex or facsimile transmission); and
(c) the certificates for all tendered Shares, or book-entry
confirmation, as the case may be, together with a properly completed and
duly executed Letter of Transmittal and any other documents required by
the Letter of Transmittal, are received by the Depositary within three
NYSE trading days after receipt by the Depositary of such Notice of
Guaranteed Delivery.
THE METHOD OF DELIVERY OF THE CERTIFICATES REPRESENTING SHARES, LETTER OF
TRANSMITTAL, AND ANY OTHER DOCUMENTS IS AT THE OPTION AND RISK OF THE
STOCKHOLDER. IF THE STOCKHOLDER WISHES TO DELIVER BY MAIL, WE RECOMMEND THE USE
OF INSURED REGISTERED MAIL, RETURN RECEIPT REQUESTED. THE STOCKHOLDER HAS THE
RESPONSIBILITY TO CAUSE THE CERTIFICATES, LETTER OF TRANSMITTAL AND ANY OTHER
DOCUMENTS TO BE TIMELY DELIVERED.
TO PREVENT BACKUP WITHHOLDING ON PAYMENTS MADE FOR THE PURCHASE OF SHARES
PURSUANT TO THE REPURCHASE OFFER, EACH INDIVIDUAL STOCKHOLDER (AND CERTAIN OTHER
NONCORPORATE STOCKHOLDERS) MUST PROVIDE THE DEPOSITARY WITH HIS CORRECT TAXPAYER
IDENTIFICATION NUMBER BY COMPLETING THE SUBSTITUTE FORM W-9 INCLUDED WITH THE
LETTER OF TRANSMITTAL (EVEN IF SUCH STOCKHOLDER HAS PREVIOUSLY COMPLETED SUCH A
FORM). CERTAIN STOCKHOLDERS WHO ARE NOT CITIZENS OR RESIDENTS OF THE UNITED
STATES MAY SATISFY THIS REQUIREMENT BY PROVIDING A CERTIFICATE OF FOREIGN STATUS
(FORM W-8) TO THE DEPOSITARY IN LIEU OF THE SUBSTITUTE FORM W-9. SEE SECTION 13,
"FEDERAL INCOME TAX CONSEQUENCES," BELOW.
All questions as to the validity, form, eligibility (including time of
receipt) and acceptance of any Shares tendered will be determined by the Fund,
which determination shall be final and binding. The Fund reserves the absolute
right (i) to reject any and all tenders not in proper form or the payment for
which would, in the opinion of the Fund's counsel, be unlawful and (ii) to waive
any of the conditions of the Repurchase Offer or any defect or
5
irregularity in the tender of any Shares. The Fund's determination of any defect
or irregularity in the tender of any Shares and its interpretation of the terms
and conditions of the Repurchase Offer (including the Letter of Transmittal and
the Instructions thereto) will be final. None of the Fund, the Information
Agent, the Depositary or any other person shall be under any duty to give
notification of any defects or irregularities in tenders, and none shall incur
any liability for failure to give such notification.
6. STOCKHOLDERS' RIGHT TO WITHDRAW TENDERED SHARES. Shares tendered
pursuant to the Repurchase Offer may be withdrawn at any time prior to the
Repurchase Request Deadline. After the Repurchase Request Deadline, tenders made
pursuant to the Repurchase Offer will be irrevocable.
To be effective, a written, telegraphic or facsimile notice of withdrawal
must be timely received by the Depositary. Such notice must specify the name of
the person who executed the particular Letter of Transmittal or Notice of
Guaranteed Delivery, the number of Shares to be withdrawn and, if certificates
have been delivered or otherwise identified to the Depositary, the name of the
holder of record and the serial numbers of the certificates representing the
Shares to be withdrawn. If Shares have been delivered pursuant to the procedure
for book-entry delivery as set forth in Section 5, "Procedure for Tendering
Shares," any notice of withdrawal also must specify the name and the number of
the account at DTC to be credited with the withdrawn Shares (which must be the
same name and number from which the Shares were tendered), and must otherwise
comply with DTC's procedures.
All questions as to the form and validity, including time of receipt, of
notices of withdrawal will be determined by the Fund, in its sole discretion,
whose determination will be final and binding. None of the Fund, the Information
Agent, the Depositary or any other person will be under any duty to give
notification of any defects or irregularities in any notice of withdrawal or to
incur any liability for failure to give any such notification. Any Shares timely
and properly withdrawn will be deemed not duly tendered for purposes of the
Repurchase Offer.
7. ACCEPTANCE FOR PAYMENT AND PAYMENT. Upon the terms and subject to the
conditions of the Repurchase Offer, the Fund will accept for payment, and will
pay for, Shares validly tendered on or before the Repurchase Request Deadline
and not properly withdrawn in accordance with Section 6, "Stockholders' Right to
Withdraw Tendered Shares," as soon as practicable after the Repurchase Request
Deadline. The Fund expressly reserves the right, in its sole discretion, to
delay the acceptance for payment of, or payment for, Shares, in order to comply
in whole or in part with any applicable law.
The per-Share consideration paid to any Stockholder pursuant to the
Repurchase Offer will be the highest per-Share consideration paid to any other
Stockholder during the Repurchase Offer. In all cases, payment for Shares
tendered and accepted for payment pursuant to the Repurchase Offer will be made
only after timely receipt by the Depositary of certificates for such shares (or
confirmation of the book-entry transfer of such shares), a properly executed
Letter of Transmittal (or facsimile thereof) and any other documents required by
the Letter of Transmittal.
For purposes of the Repurchase Offer, the Fund will be deemed to have
accepted for payment, and thereby purchased, Shares properly tendered to the
Fund and not withdrawn, if, as and when the Fund gives oral or written notice to
the Depositary of its acceptance for payment of such Shares. Payment for Shares
accepted for payment pursuant to the Repurchase Offer will be made by deposit of
the purchase price with the Depositary, which will act as agent for the
tendering Stockholders for purposes of receiving payment from the Fund and
transmitting payment to the tendering Stockholders. Under no circumstances will
the Fund pay interest on the purchase price of the Shares to be paid by the
Fund, regardless of any delay in making such payment. If any tendered Shares are
not accepted for payment pursuant to the terms and conditions of the Repurchase
Offer for any reason, or are not paid for because of an invalid tender, or if
certificates are submitted for more Shares than are tendered, certificates for
such unpurchased Shares will be returned, without expense to the tendering
Stockholder, as soon as practicable following expiration or withdrawal of the
Repurchase Offer. Shares delivered by book-entry transfer into the Depositary's
account at DTC as described in Section 5, "Procedure for Tendering Shares,"
which are to be returned will be credited to an account maintained within DTC.
Shares which are to be returned and which were held in uncertificated form by
the Fund's transfer agent pursuant to the Fund's dividend reinvestment plan will
be returned to the dividend reinvestment plan account maintained by the transfer
agent.
If the Fund is delayed in its acceptance for payment of, or in its payment
for, Shares, or is unable to accept for payment or pay for Shares pursuant to
the Repurchase Offer for any reason, then, without prejudice to the Fund's
rights under this Repurchase Offer, the Depositary may, nevertheless, on behalf
of the Fund, retain tendered Shares, and such shares may not be withdrawn unless
and except to the extent tendering Stockholders are entitled to withdrawal
rights as described in Section 6, "Stockholders' Right to Withdraw Tendered
Shares."
6
Shares tendered pursuant to the Repurchase Offer will be subject to the
Repurchase Fee, which will be paid to the Fund and is reasonably intended to
compensate the Fund for expenses directly related to the Repurchase Offer.
Except for the Repurchase Fee, tendering Stockholders will not be obligated to
pay brokerage commissions, fees or, except in the circumstances described in
Instruction 6 of the Letter of Transmittal, transfer taxes on the purchase of
Shares by the Fund.
8. SUSPENSIONS AND POSTPONEMENTS OF REPURCHASE OFFER. The Fund will not
suspend or postpone the Repurchase Offer except by vote of a majority of the
Board, including a majority of Directors who are not "interested persons" as
defined in the 1940 Act, and only:
(i) if the repurchase would cause the Fund to lose its status as a
regulated investment company under Subchapter M of the Internal Revenue
Code of 1986, as amended;
(ii) if the repurchase would cause the Shares to be neither listed
on any national securities exchange nor quoted on any inter-dealer
quotation system of a national securities association;
(iii) for any period during which the NYSE is closed, other than
customary weekend and holiday closings, or during which trading on the
NYSE is restricted;
(iv) for any period during which an emergency exists as a result of
which disposal by the Fund of securities owned by it is not reasonably
practicable, or during which it is not reasonably practicable for the Fund
fairly to determine its NAV; or
(v) for such other periods as the Securities and Exchange Commission
may by order permit for the protection of Stockholders of the Fund.
If the Repurchase Offer is suspended or postponed, the Fund will provide
notice to Stockholders of such suspension or postponement.
9. NAV AND MARKET PRICE. The Shares currently trade on the NYSE under the
symbol "GRR." The following table sets forth, on a quarterly basis, the high and
low NAVs of the Shares and the high and low sale prices of the Shares for each
calendar quarter during the two years ended December 31, 2003.
NAV MARKET PRICE*
--------------------- --------------------
HIGH LOW HIGH LOW
-------- -------- -------- -------
January 1, 2002 to March 31, 2002 .......... $9.47 $8.45 $8.52 $7.12
April 1, 2002 to June 30, 2002 ............. $9.79 $8.90 $8.79 $7.40
July 1, 2002 to September 30, 2002 ......... $9.26 $6.92 $8.11 $6.50
October 1, 2002 to December 31, 2002 ....... $8.07 $6.92 $7.35 $6.00
January 1, 2003 to March 31, 2003 .......... $7.93 $6.95 $7.20 $6.15
April 1, 2003 to June 30, 2003 ............. $8.59 $6.90 $7.85 $6.03
July 1, 2003 to September 30, 2003 ......... $9.96 $8.65 $9.23 $7.70
October 1, 2003 to December 31, 2003 ....... $11.05 $10.12 $10.51 $9.18
----------
* As reported on the NYSE.
The NAV per Share computed as of the close of business on March 12, 2004
was $11.61. On March 12, 2004, the high, low and closing prices of the Shares as
reported on the NYSE were $10.81, $10.55 and $10.81, respectively.
10. INFORMATION WITH RESPECT TO THE FUND AND THE FUND'S INVESTMENT
MANAGER. The Fund is a closed-end, non-diversified management investment company
organized as a Maryland corporation. The Shares were first offered to the public
November 1993. As a closed-end investment company, the Fund differs from an
open-end investment company (i.e., a mutual fund) in that it does not redeem its
Shares at the election of a stockholder and does not continuously offer its
shares for sale to the public.
Advantage Advisers, Inc. serves as the Investment Manager to the Fund. The
Investment Manager is a subsidiary of Xxxxxxxxxxx Asset Management Inc., and an
affiliate of Xxxxxxxxxxx & Co. Inc. The Investment Manager is a corporation
organized under the laws of Delaware on May 13, 1990 and a registered investment
adviser under the Investment Advisers Act of 1940. The Investment Manager has
served as investment manager since the
7
Fund's inception. The principal business address of the Investment Manager is
000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000.
11. CERTAIN FEES AND EXPENSES. The Fund will not pay to any broker or
dealer, commercial bank, trust company or other person any solicitation fee for
any Shares purchased pursuant to the Repurchase Offer. The Fund will reimburse
such persons for customary handling and mailing expenses incurred in forwarding
the Repurchase Offer. No such broker, dealer, commercial bank or trust company
has been authorized to act as the agent of the Fund or the Depositary for
purposes of the Repurchase Offer.
The Fund has retained PFPC Inc. to act as Depositary and Xxxxxxxxx
Shareholder Communications Inc. to act as Information Agent. The Depositary and
the Information Agent will each receive reasonable and customary compensation
for their services and will also be reimbursed for certain out-of-pocket
expenses and indemnified against certain liabilities.
12. MISCELLANEOUS. The Repurchase Offer is not being made to, nor will the
Fund accept tenders from, holders of Shares in any state or other jurisdiction
in which the Repurchase Offer would not be in compliance with the securities or
Blue Sky laws of such jurisdiction.
13. FEDERAL INCOME TAX CONSEQUENCES. The following discussion describes
certain U.S. federal income tax consequences of tendering Shares in the
Repurchase Offer. Except where noted, it deals only with Shares held as capital
assets and does not deal with special situations, such as those of dealers in
securities or commodities, traders in securities that elect to mark their
holdings to market, insurance companies, financial institutions, tax-exempt
entities, regulated investment companies, real estate investment trusts, persons
holding Shares as a part of a hedging, conversion or constructive sale
transaction or a straddle or U.S. Stockholders whose functional currency is not
the U.S. dollar. Furthermore, the discussion below is based upon the provisions
of the Internal Revenue Code of 1986, as amended (the "Code"), and regulations,
rulings and judicial decisions thereunder as of the date hereof, and such
authorities may be repealed, revoked or modified so as to result in U.S. federal
income tax consequences different from those discussed below. STOCKHOLDERS
SHOULD CONSULT THEIR OWN TAX ADVISORS CONCERNING THE U.S. FEDERAL INCOME TAX
CONSEQUENCES OF PARTICIPATING IN THE REPURCHASE OFFER IN LIGHT OF THEIR
PARTICULAR SITUATIONS AS WELL AS ANY CONSEQUENCES ARISING UNDER THE LAWS OF ANY
OTHER TAXING JURISDICTION.
As used herein, a U.S. Stockholder means a Stockholder that is for U.S.
federal income tax purposes (i) a citizen or resident of the U.S., (ii) a
corporation or partnership created or organized in or under the laws of the U.S.
or any political subdivision thereof, (iii) an estate the income of which is
subject to U.S. federal income taxation regardless of its source or (iv) a trust
if it (x) is subject to the supervision of a court within the U.S. and one or
more U.S. persons have the authority to control all substantial decisions of the
trust or (y) has a valid election in effect under applicable U.S. Treasury
regulations to be treated as a U.S. person. A "Non-U.S. Stockholder" is a
Stockholder that is not a U.S. Stockholder.
An exchange of Shares for cash in the Repurchase Offer by U.S.
Stockholders will be a taxable transaction for U.S. federal income tax purposes.
As a consequence of the exchange, the U.S. Stockholder will, depending on such
U.S. Stockholder's particular circumstances, be treated either as recognizing
gain or loss from the disposition of the Shares or as receiving a dividend
distribution from the Fund. Under Section 302(b) of the Code, a sale of Shares
pursuant to the Repurchase Offer generally will be treated as a sale or exchange
if the receipt of cash by the Stockholder: (a) results in a complete termination
of the Stockholder's interest in the Fund, (b) results in a substantially
disproportionate redemption with respect to the Stockholder, or (c) is not
essentially equivalent to a dividend with respect to the Stockholder. In
determining whether any of these tests has been met, Xxxxxx actually owned, as
well as Shares considered to be owned by the Stockholder by reason of certain
constructive ownership rules set forth in Section 318 of the Code, generally
must be taken into account. If any of these three tests for sale or exchange
treatment is met, a U.S. Stockholder will recognize gain or loss equal to the
difference between the price paid by the Fund for the Shares purchased in the
Repurchase Offer and the Stockholder's adjusted basis in such Shares. If such
Shares are held as a capital asset, the gain or loss will be capital gain or
loss. The maximum tax rate applicable to net capital gains recognized by
individuals and other non-corporate taxpayers is (i) the same as the applicable
ordinary income rate for capital assets held for one year or less or (ii) 15%
for capital assets held for more than one year.
If the requirements of Section 302(b) of the Code are not met, amounts
received by a U.S. Stockholder who sells Shares pursuant to the Repurchase Offer
will be taxable to the U.S. Stockholder as a dividend to the extent of such U.S.
Stockholder's allocable share of the Fund's current or accumulated earnings and
profits. To the extent that
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amounts received exceed such U.S. Stockholder's allocable share of the Fund's
current and accumulated earnings and profits for a taxable year, the
distribution will first be treated as a non-taxable return of capital, causing a
reduction in the adjusted basis of such U.S. Stockholder's Shares, and any
amounts in excess of the U.S. Stockholder's adjusted basis will constitute
taxable gain. Any remaining adjusted basis in the Shares tendered to the Fund
will be transferred to any remaining Shares held by such U.S. Stockholder.
If the payment for any purchase of Shares pursuant to the Repurchase Offer
is treated as a taxable dividend to the selling Stockholder rather than as an
exchange, the other Stockholders, including the non-tendering Stockholders,
could be deemed to have received taxable stock distributions under certain
circumstances. Stockholders are urged to consult their own tax advisors
regarding the possibility of deemed distributions resulting from the purchase of
Shares pursuant to the Repurchase Offer.
NON-U.S. STOCKHOLDERS. The Depositary will withhold U.S. federal income
taxes equal to 30% of the gross payments payable to a Non-U.S. Stockholder or
his or her agent unless the Depositary determines that a reduced rate of
withholding is available pursuant to a tax treaty or that an exemption from
withholding is applicable because such gross proceeds are effectively connected
with the conduct of a trade or business within the U.S. In order to obtain a
reduced rate of withholding pursuant to a tax treaty, a Non-U.S. Stockholder
must deliver to the Depositary before the payment a properly completed and
executed Internal Revenue Service ("IRS") Form W-8BEN. In order to obtain an
exemption from withholding on the grounds that the gross proceeds paid pursuant
to the Repurchase Offer are effectively connected with the conduct of a trade or
business within the U.S., a Non-U.S. Stockholder must deliver to the Depositary
before the payment a properly completed and executed IRS Form W-8ECI. The
Depositary will determine a shareowner's status as a Non-U.S. Stockholder and
eligibility for a reduced rate of, or exemption from, withholding by reference
to any outstanding certificates or statements concerning eligibility for a
reduced rate of, or exemption from, withholding (e.g., IRS Forms W-8BEN or
W-8ECI) unless facts and circumstances indicate that such reliance is not
warranted. A Non-U.S. Stockholder may be eligible to obtain a refund of all or a
portion of any tax withheld if such shareowner meets the "complete redemption,"
"substantially disproportionate" or "not essentially equivalent to a dividend"
test described above or is otherwise able to establish that no tax or a reduced
amount of tax is due. Backup withholding generally will not apply to amounts
subject to the 30% or a treaty-reduced rate of withholding. Non-U.S.
Stockholders are urged to consult their own tax advisors regarding the
application of federal income tax withholding, including eligibility for a
withholding tax reduction or exemption, and the refund procedure.
BACKUP WITHHOLDING. See Section 5 with respect to the application of
backup withholding on payments made to Stockholders.
THE TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL INFORMATION
ONLY. EACH SHAREOWNER IS URGED TO CONSULT SUCH OWNER'S OWN TAX ADVISOR TO
DETERMINE THE PARTICULAR TAX CONSEQUENCES TO HIM OR HER OF THE REPURCHASE OFFER,
INCLUDING THE APPLICABILITY AND EFFECT OF STATE, LOCAL AND FOREIGN TAX LAWS.
* * * * *
Questions, requests for assistance and requests for additional copies of
this Offer to Repurchase and related materials should be directed to Xxxxxxxxx
Xxxxxxxxxxx Communications Inc. toll free at 0-000-000-0000 or, for banks and
brokers, at 000-000-0000.
THE ASIA TIGERS FUND, INC.
9
The Letter of Transmittal and certificates for your Shares should be sent
or delivered by you, your broker, dealer, commercial bank or trust company to
the Depositary as set forth below.
DEPOSITARY:
PFPC INC.
BY FIRST CLASS MAIL: BY REGISTERED, CERTIFIED, EXPRESS BY HAND:
MAIL OR OVERNIGHT COURIER:
PFPC Inc. PFPC Inc. Securities Transfer & Reporting
c/o EquiServe Trust Company, N.A. c/o EquiServe Trust Company, N.A. Services, Inc.
Attn: Corporate Actions Attn: Corporate Actions c/o EquiServe Trust Company, N.A.
P.O. Box 43025 00 Xxxxxx Xxxxx 000 Xxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000-0000 Xxxxxxxxx, XX 00000 Xxx Xxxx, XX 00000
Any questions or requests for assistance or additional copies of the Offer
to Repurchase, the Letter of Transmittal, the Notice of Guaranteed Delivery and
other documents may be directed to the Information Agent at its telephone number
and location listed below. Stockholders may also contact their broker, dealer,
commercial bank or trust company or other nominee for assistance concerning the
Repurchase Offer.
The Information Agent for the Repurchase Offer is:
XXXXXXXXX SHAREHOLDER COMMUNICATIONS INC.
00 XXXXX XXXXXX, XXX XXXX, XX 00000
0-000-000-0000
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