As filed with the Securities and Exchange Commission on May 17, 2019.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934
ABERDEEN EMERGING MARKETS EQUITY INCOME
FUND, INC.
(Name of Subject Company (issuer))
ABERDEEN EMERGING MARKETS EQUITY INCOME
FUND, INC.
(Name of Filing Person (offeror))
COMMON STOCK,
$0.001 PAR VALUE PER SHARE
(Title of Class of Securities)
168834109
(CUSIP Number of Class of Securities)
Lucia Sitar, Esq.
Aberdeen Emerging Markets Equity Income Fund, Inc.
c/o Aberdeen Standard Investments Inc.
1735 Market Street 32nd Floor
Philadelphia, Pennsylvania 19103
Telephone: (215) 405-5773
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)
Copy to:
Margery Neale, Esq.
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, New York 10019
(212) 728-8000
CALCULATION OF FILING FEE
Transaction Valuation |
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Amount of Filing Fee |
$68,285,621 (a) |
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$8,276.22 (b) |
(a) Estimated for purposes of calculating the filing fee only. Pursuant to Rule 0-11(b)(1) under the Securities Exchange Act of 1934, as amended, the Transaction Value was calculated by multiplying 8,956,196 shares of common stock of Aberdeen Emerging Markets Equity Income Fund, Inc. by $7.62, which represents 98% of the net asset value per share as of the close of the regular trading session of the NYSE American on May 13, 2019.
(b) Calculated at $121.20 per $1,000,000 of the Transaction Value, pursuant to Rule 0-11 of the Securities Exchange Act of 1934, as amended, by Fee Advisory #1 for Fiscal Year 2019, effective October 1, 2018.
o Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
Amount Previously Paid: Not applicable
Form or Registration No.: Not applicable
Filing Party: Not applicable
Date Filed: Not applicable
o Check box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes to designate any transactions to which this statement relates:
o third party tender offer subject to Rule 14d-1
x issuer tender offer subject to Rule 13e-4
o going-private transaction subject to Rule 13e-3
o amendment to Schedule 13D under Rule 13d-2
Check the following box if the filing is a final amendment reporting the results of the tender offer. o
Introductory Statement
This Issuer Tender Offer Statement on Schedule TO relates to an offer by Aberdeen Emerging Markets Equity Income Fund, Inc., a Maryland corporation (the Fund), to purchase for cash its common shares, subject to adjustment for fractional shares, at a price equal to 98% of the net asset value per common share determined as of the close of the regular trading session of the NYSE American, the principal market on which the common shares are traded, on the business day immediately following the day the offer expires or, if the offer is extended, on the business day immediately following the day to which the offer is extended. The offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 17, 2019 (the Offer to Purchase), and in the related Letter of Transmittal, which are filed as exhibits to this Schedule TO.
This Issuer Tender Offer Statement on Schedule TO is being filed in satisfaction of the reporting requirements of Rule 13e-4(c)(2) promulgated under the Securities Exchange Act of 1934, as amended.
The information set forth in the Offer to Purchase and the related Letter of Transmittal is incorporated herein by reference in answer to Items 1 through 11 of Schedule TO.
Item 12. Exhibits
(a)(1)(i) |
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Offer to Purchase. |
(a)(1)(ii) |
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Form of Letter of Transmittal. |
(a)(1)(iii) |
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Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. |
(a)(1)(iv) |
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Form of Notice of Guaranteed Delivery. |
(a)(1)(v) |
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Form of Letter to Clients of Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. |
(a)(1)(vi) |
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Form of Letter of Exchange/Transmittal. |
(a)(2) |
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None. |
(a)(3) |
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Not Applicable. |
(a)(4) |
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Not Applicable. |
(a)(5) |
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Text of press release issued on May 16, 2019. |
(d) |
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Standstill Agreement with City of London Investment Management Company Limited. |
(g) |
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None. |
(h) |
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None. |
Item 13. Information Required by Schedule 13E-3
Not Applicable.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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ABERDEEN EMERGING MARKETS EQUITY INCOME FUND, INC. | |
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By: |
/s/ Lucia Sitar |
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Name: Lucia Sitar, Esq. |
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Title: Vice President of the Fund |
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Dated: May 17, 2019 |
ABERDEEN EMERGING MARKETS EQUITY INCOME FUND, INC.
c/o ABERDEEN STANDARD INVESTMENTS INC.
1735 MARKET STREET, 32ND FLOOR
PHILADELPHIA, PA 19103
(215) 405-5700
OFFER TO PURCHASE
FOR CASH UP TO 8,956,196 OF THE ISSUED AND OUTSTANDING SHARES OF
COMMON STOCK
OF
ABERDEEN EMERGING MARKETS EQUITY INCOME FUND, INC.
AT 98% OF NET ASSET VALUE PER SHARE
THE OFFER TO PURCHASE WILL EXPIRE AT 11:59 P.M., EASTERN TIME
ON JUNE 17, 2019, UNLESS THE OFFER IS EXTENDED.
THIS OFFER IS SUBJECT TO IMPORTANT TERMS AND CONDITIONS, INCLUDING THE CONDITIONS LISTED UNDER "CERTAIN CONDITIONS OF THE OFFER."
NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION") NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THIS OFFER, PASSED UPON THE FAIRNESS OR MERITS OF THE OFFER OR DETERMINED WHETHER THIS OFFER TO PURCHASE IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIME.
To the Shareholders of Aberdeen Emerging Markets Equity Income Fund, Inc.:
Aberdeen Emerging Markets Equity Income Fund, Inc., a non-diversified closed-end management investment company incorporated under the laws of the state of Maryland (the "Fund"), is offering to purchase, upon the terms and subject to the conditions set forth in this Offer to Purchase and the related Letter of Transmittal, up to 8,956,196 (approximately 15%) of its issued and outstanding shares of common stock, par value $0.001 per share (the "Shares"). As of May 13, 2019, 59,707,975 Shares were outstanding. The offer is to purchase Shares for cash (subject to any applicable withholding taxes and brokerage fees), subject to adjustment for fractional shares, at a price equal to 98% of the net asset value ("NAV") per Share determined as of the close of the regular trading session of the NYSE American, the principal market on which the Shares are traded, on the business day immediately following the day the offer expires or, if the offer is extended, on the business day immediately following the day to which the offer is extended (the "Purchase Pricing Date"). The offer is being made upon the terms and subject to the conditions set forth in this Offer to Purchase and the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the "Offer").
The Offer will expire at 11:59 p.m., Eastern time on June 17, 2019, unless the Fund, in its sole discretion, extends the period during which the Offer is open, in which case the Offer shall expire as so extended by the Fund (the "Expiration Date"). The Shares are traded on the NYSE American under the symbol "AEF". The NAV as of the close of the regular trading session of the NYSE American on May 13, 2019 was $7.78 per Share and the last reported sale price on the NYSE American on such date for a Share was $7.10. Until the Offer expires, NAV quotations can be obtained from AST Fund Solutions, LLC (the "Information Agent") by calling (800) 467-0743 between the hours of 9:00 a.m. and 5:00 p.m., Eastern time, Monday through Friday (except holidays).
IF YOU ARE NOT INTERESTED IN SELLING ANY OF YOUR SHARES AT THIS TIME, YOU DO NOT NEED TO DO ANYTHING. THE OFFER IS NOT PART OF A PLAN TO LIQUIDATE THE FUND. SHAREHOLDERS ARE NOT REQUIRED TO PARTICIPATE IN THE OFFER. SHAREHOLDERS WISHING TO SELL SHARES SHOULD CONSIDER WHETHER PARTICIPATING IN THE OFFER, IN LIGHT OF THE ASSOCIATED TRANSACTION COSTS DESCRIBED IN THIS OFFER TO PURCHASE, IS COST-EFFECTIVE VERSUS SELLING SHARES ON THE NYSE AMERICAN.
YOU MAY CHOOSE TO SELL YOUR SHARES ON THE NYSE AMERICAN AT THE PREVAILING MARKET PRICE (WHICH LIKELY WILL DIFFER FROM THE PURCHASE PRICE OF THE OFFER) AT ANY TIME.
The Fund will pay all administrative charges and expenses related to the Offer. The charges and expenses shall include legal, accounting, filing, printing, and those of the Information Agent and Computershare Trust Company, N.A. (the "Depositary") incurred in connection with the Offer. The date of this Offer to Purchase is May 17, 2019. The Fund mailed this Offer to Purchase and the accompanying Letter of Transmittal to shareholders on or about May 17, 2019.
Exhibit 99.(a)(1)(ii)
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MR A SAMPLE |
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DESIGNATION (IF ANY) |
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ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 |
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Letter of Transmittal - to Tender Shares of Aberdeen Emerging Markets Equity Income Fund, Inc.
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Aberdeen Emerging Markets Smaller Company Opportunities Fund, Inc. (ABE), Aberdeen Israel Fund, Inc. (ISL), Aberdeen Indonesia Fund, Inc. (IF), Aberdeen Latin America Equity Fund, Inc. (LAQ), Aberdeen Singapore Fund, Inc. (SGF), Aberdeen Greater China Fund, Inc. (GCH) and The Asia Tigers Fund, Inc. (GRR) each reorganized into Aberdeen Chile Fund, Inc. (CH) after the close of business on April 27, 2018 (the Consolidation). CH has been renamed Aberdeen Emerging Markets Equity Income Fund, Inc. (AEF or the Fund) and trades on the NYSE American Exchange under the ticker symbol AEF,
The Fund has offered to purchase up to 15%, or 8,956,196 shares, of its Common Stock (the Shares), pursuant to the Offer to Purchase dated May 17, 2019 (the Offer). The Offer expires at 11:59 p.m. New York City time on June 17, 2019 (the Expiration Date), unless extended. See the Instructions on the reverse side. Your participation in the Offer is not required.
If you sign onto (www.aeftenderoffer.com), you may complete the required steps to enter your instructions and receive directions on submitting your certificates, or, alternatively, you may properly complete, sign and deliver this Letter of Transmittal to Computershare Trust Company, N.A. (Computershare), in order to tender all or any of your Shares of the Fund in the applicable tender offer.
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN THOSE SHOWN AT THE END OF THIS LETTER OF TRANSMITTAL DOES NOT CONSTITUTE A VALID DELIVERY. YOU MUST COMPLETE AND SIGN THIS LETTER OF TRANSMITTAL IN THE APPROPRIATE SPACE PROVIDED. THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL AND THE OFFER TO PURCHASE SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
Lost Certificates: If you cannot locate some or all of your certificates, read and complete the Lost Securities Affidavit on the back of this form and mark the boxes below with an X corresponding to the certificate numbers you cannot locate.
Your Aberdeen Chile Fund Inc. stock certificates:
Locate and return the original certificates for CH if you are tendering your CH shares.
Lost / Certificate Numbers |
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Shares |
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Lost Certificate Numbers |
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Shares |
o XXXX12345678 |
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12345678901234 |
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o XXXX12345678 |
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12345678901234 |
o XXXX12345678 |
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12345678901234 |
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o XXXX12345678 |
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12345678901234 |
o XXXX12345678 |
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12345678901234 |
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o XXXX12345678 |
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12345678901234 |
o XXXX12345678 |
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12345678901234 |
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o XXXX12345678 |
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12345678901234 |
o XXXX12345678 |
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12345678901234 |
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o XXXX12345678 |
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12345678901234 |
If you hold more than 10 certificates, not all certificates can be listed on this form.
Breakdown of your holding here at Computershare:
Total Certificated Shares |
Total Book-Entry Share |
Total Shares |
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1234567890123 |
1234567890123 |
1234567890123 |
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I/we, the undersigned, hereby surrender to you for full or partial tender, as marked, the share(s) identified below. I/we hereby agree to the terms and conditions of the Offer to Purchase dated May 17, 2019 (Offer to Purchase). I/we hereby certify and warrant that: (i) I/we have received and read the Offer to Purchase; (ii) I/we have complied with all instructions on the reverse side of this Letter of Transmittal and the requirements of the Offer to Purchase; (iii) I/we have full authority to surrender these certificate(s) and give the instructions in this Letter of Transmittal; and (iv) the shares represented by these certificates are free and clear of all liens, restrictions, adverse claims and encumbrances. Please complete the third page if you would like to transfer ownership or request special mailing.
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Signature: This form must be signed by the registered holder(s) exactly as their name(s) appears on the certificate(s) or by person(s) authorized to sign on behalf of the registered holder(s) by documents transmitted herewith. | |||||
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X |
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Signature of Shareholder |
Date |
Daytime Telephone # |
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X |
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Signature of Shareholder |
Date |
Daytime Telephone # |
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PLACE AN x IN ONE BOX ONLY
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o Tender All |
or |
o Partial Tender | |||
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WHOLE SHARES |
FRACTIONS |
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Lost Securities Affidavit IF YOU CANNOT LOCATE SOME OR ALL OF YOUR CERTIFICATE(S), PLEASE COMPLETE THE BELOW AFFIDAVIT LIBERTY MUTUAL INSURANCE COMPANY LOST SECURITIES AFFIDAVIT FOR ACCOUNTS WITH LESS THAN $250,000.00 IN MARKET VALUE
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By checking the lost certificates box and signing the bottom of this form, I (we) certify that (a) I (we) am (are) the lawful owner(s) (Owner) of the shares described on the front of this form; (b) I (we) reside at the address set forth on the front of this form; (c) I (we) am (are) entitled to possession of the lost certificate(s) (the Lost Securities); (d) the Lost Securities have been lost, mislaid, stolen or destroyed and cannot now be produced; (e) the Lost Securities WERE NOT ENDORSED and neither the Lost Securities nor the Owner(s) rights therein have, in whole or in part, been cashed, negotiated, sold, transferred, hypothecated, pledged, disposed of, and to my (our) knowledge, no claim of right, like or interest, adverse to the Owner, in or to the Lost Securities, has been made or advanced by any person; (f) I (we) have made or caused to be made a diligent search for the Lost Securities and have been unable to find or recover the Lost Securities; (g) I (we) make this Affidavit of Lost Securities For Computershare Accounts for the purpose of inducing the issuance of new or replacement Securities (Replacement Securities) (in book-entry form, unless unavailable through the issuer) in lieu of the said Lost Securities, or the distribution to the Owner(s) of proceeds (including liquidation) thereof; and (h) I (we) agree that this Lost Securities Affidavit for Computershare Accounts may be delivered to and made part of the Liberty Mutual Insurance Company Bond No. 285055966. | |||||||||||||||||||||||||
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The Owner(s) hereby agree(s) in consideration of (1) the issuance of such replacement Securities in lieu of the Lost Securities, or of the distribution to the Owner of the proceeds there from, and (2) the assumption by Liberty Mutual Insurance Company of liability therefore under its Bond, the OWNER, his/her/its heirs, successors and assigns agree to indemnify, protect and save harmless Liberty Mutual Insurance Company, Computershare Inc., Computershare Trust Company, N.A. and the issuer, jointly and severally, and their respective agents, representatives, successors, and assigns, from and against all losses, cost and damages (court costs and attorney fees) to which they may be subject or liable arising out of or relating to the Lost Securities, the issuance of Replacement Securities, the Owners requested action herein (or any other action arising out of or relating to the Replacement of Lost Securities), or Liberty Mutual Insurance Companys assumption of liability under its bond described above. | |||||||||||||||||||||||||
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STEP 1. CALCULATE LOST CERTIFICATE BOND PREMIUM - FEE MUST BE ENCLOSED | |||||||||||||||||||||||||
a). Aberdeen Chile Fund, Inc. | |||||||||||||||||||||||||
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LOST CERTIFICATE BOND |
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$80.00 processing fee |
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PREMIUM CALCULATION: |
Shares Lost |
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Bond premium |
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Total Premium Due |
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Total Check | ||||||||||||||||
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Per share |
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(MINIMUM $20.00) |
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Multiply the number of shares lost by the Liberty Mutual Insurance Company Bond premium noted above to calculate the premium you owe. There is a minimum premium of $20.00. There is also a processing fee of $80.00. This premium is only valid until 11/17/19. PLEASE MAKE YOUR CHECK PAYABLE TO COMPUTERSHARE INSURANCE SERVICES FOR THE BOND PREMIUM AND PROCESSING FEE AND ENCLOSE WITH THIS AFFIDAVIT. If your request is approved, Computershare Insurance Services will forward the Bond premium to Liberty Mutual Insurance Company. We cannot complete your tender without a Surety Bond. NOTE: This premium is calculated based upon each lost share, not per each lost certificate. | |||||||||||||||||||||||||
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STEP 2. SIGNATURES OF OWNERS - all registered owners MUST sign below exactly as the name(s) appear on the front of this form | |||||||||||||||||||||||||
If your lost certificate(s) is (are) part of an estate or trust, or are valued at more than $250,000, please contact Computershare for additional instructions. | |||||||||||||||||||||||||
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ANY PERSON WHO, KNOWINGLY AND WITH INTENT TO DEFRAUD ANY INSURANCE COMPANY OR OTHER PERSON, FILES A STATEMENT OF CLAIM CONTAINING ANY MATERIALLY FALSE INFORMATION OR CONCEALS FOR THE PURPOSE OF MISLEADING, INFORMATION CONCERNING ANY FACT MATERIAL THERETO, COMMITS A FRAUDULENT INSURANCE ACT, WHICH IS A CRIME. | |||||||||||||||||||||||||
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By signing below, [I][we] acknowledge the processing fee(s) listed above. | |||||||||||||||||||||||||
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Signature of Owner |
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Signature of Co-Owner, if any |
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STEP 3. NOTARIZATION | |||||||||||||||||||||||||
You must have your signature(s) notarized if you have lost more than [TBD] shares. | |||||||||||||||||||||||||
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State of |
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Notary Signature |
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Sworn to and subscribed to me this (date) |
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Special Transfer Instructions |
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Special Mailing Instructions |
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If you want your Shares that were not tendered or purchased and/or your check for cash to be issued in another name, fill in this section with the information for the new account/payee name. Place an x in all that apply: |
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Signature Guarantee Medallion |
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Fill in ONLY if you want your check for cash to be mailed to someone other than the registered holder or to the registered holder at an address other than that shown on the front of this Letter of Transmittal. |
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Place an x in all that apply: |
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o Register Shares and/or o issue check(s) to: |
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(Title of Officer Signing this Guarantee) |
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Mail o check(s) to: |
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Name (Please Print First, Middle & Last Name) |
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(Name of Guarantor - Please Print) |
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Name (Please Print First, Middle & Last Name) |
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Signatures of Holder(s) |
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INSTRUCTIONS FOR COMPLETING THE LETTER OF TRANSMITTAL
1. Sign, date and include your daytime telephone number in this Transmittal form in Box 1. After completing all other applicable sections, return this Letter of Transmittal and your stock certificate(s) in the enclosed envelope. The method of delivery of any documents, including share certificates, is at the election and risk of the tendering shareholder. It is recommended that they be sent by registered mail, properly insured, with return receipt requested. Delivery will be deemed effective only when received by Computershare. Please refer to Section 4, Procedures for Tendering Shares for Purchase, A. Proper Tender of Shares and Section 4, Procedures for Tendering Shares for Purchase: B. Signature Guarantees and Method of Delivery of the Offer to Purchase when completing this Letter of Transmittal.
2. If you are tendering all your Shares for cash, please check the Tender box only.
3. If you are tendering some of your Shares for cash, please check the Partial Tender box and indicate the number of Shares you wish to tender.
4. Mutilated, Lost, Stolen or Destroyed Certificates. If any certificate representing Shares has been mutilated, lost, stolen or destroyed, please complete the Lost Securities Affidavit. Please complete line 1a, if you are missing any of your CH certificates. If your certificates are not immediately available or you cannot deliver Shares and all other required documents to Computershare prior to 11:59 p.m., Eastern time on the Expiration Date, or your Shares cannot be delivered on a timely basis pursuant to the procedures for book-entry transfer prior to the Expiration Date, you may tender your Shares by or through any Eligible Institution (as defined in Section 4, Procedures for Tendering Shares for Purchase, B. Signature Guarantees and Method of Delivery of the Offer to Purchase) by properly completing and duly executing and delivering a Notice of Guaranteed Delivery, which must be received by Computershare prior to the Expiration Date, and by otherwise complying with the guaranteed delivery procedures set forth in Section 4, Procedures for Tendering Shares for Purchase, of the Offer to Purchase. Pursuant to such procedures, the certificates for all physically tendered Shares, or confirmation of book-entry transfer, as the case may be, as well as a properly completed and duly executed Letter of Transmittal, and all other documents required by this Letter of Transmittal, must be received by Computershare prior to 5:00 p.m., Eastern time on the second NYSE American trading day after the date of execution of the Notice of Guaranteed Delivery, all as provided in Section 4, Procedures for Tendering Shares for Purchase, of the Offer to Purchase.
5. If more than 8,956,196 Shares are duly tendered pursuant to the Offer (and not timely withdrawn as provided in Section 5, Withdrawal Rights, of the Offer to Purchase), the Fund, subject to the conditions listed in Section 3, Certain Conditions of the Offer, of the Offer to Purchase, will purchase Shares from participating shareholders, in accordance with the terms and conditions specified in the Offer to Purchase, on a pro rata basis (disregarding fractions), based upon the number of Shares duly tendered by or on behalf of each shareholder (and not timely withdrawn). If you participate in the Offer and the Offer is
oversubscribed, any Shares that were not tendered or purchased will be returned to you in book-entry form promptly following the termination, expiration or withdrawal of the Offer, without further expense. The Fund does not intend to increase the number of Shares offered for purchase, even if more than 8,956,196 Shares are tendered by all shareholders in the aggregate.
6. Determinations of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance of tenders will be determined by the Fund, in its sole discretion, which determination shall be final and binding. The Fund reserves the absolute right to reject any or all tenders determined not to be in proper form or to refuse to accept for payment, purchase, or pay for, any Shares if, in the opinion of the Funds counsel, accepting, purchasing or paying for such shares would be unlawful. Please refer to Section 4, Procedures for Tendering Shares for Purchase,
7. If you want any Shares that were not tendered or purchased and/or check for cash to be issued in another name, fill in Box 7. Signature(s) must be medallion guaranteed. Please see Section 4, Procedures for Tendering Shares for Purchase, B. Signature Guarantees and Method of Delivery of the Offer to Purchase.
8. Complete Box 8 only if your check for cash is to be delivered to a person other than the registered holder or to the registered holder at a different address.
9. U.S. Securities Transfer Taxes. No U.S. securities transfer tax stamps or funds to cover such stamps need accompany this Letter of Transmittal, and the Fund will pay all securities transfer taxes, if any, with respect to the transfer to it of Shares purchased pursuant to the Offer. If, however, (in the circumstances permitted by the Funds Offer to Purchase) Shares not tendered or purchased are to be registered in the name of any person other than the registered holder, or if tendered certificates are registered in the name of any person other than the person(s) signing this Letter of Transmittal, the amount of any U.S. securities transfer taxes (whether imposed on the registered holder or such other person) payable on account of the transfer to such person will be deducted from the purchase price unless satisfactory evidence of the payment of such taxes, or exemption therefrom, is submitted.
10. Form W-9. Under U.S. Federal Income Tax law, each participating U.S. stockholder is required to provide Computershare with such stockholders correct Taxpayer Identification Number. If your Taxpayer Identification Number is not certified on our records, we have enclosed a Form W-9 for you to complete and return. Failure to provide the information on the form may subject you to backup withholding on any reportable payment and you may be subject to a $50 penalty imposed by the Internal Revenue Service in addition to being subject to backup withholding. FAILURE TO PROVIDE COMPUTERSHARE WITH THE CORRECT TAXPAYER IDENTIFICATION NUMBER WILL RESULT IN A DEFECTIVE SUBMISSION AND THE FUND WILL BE UNABLE TO PURCHASE SUCH SHAREHOLDERS SHARES.
11. Form W-8. Each participating Non-U.S. shareholder must submit a properly executed Certificate of Foreign Status (Form W-8BEN or other appropriate type of Form W-8 along with any required attachment, if any), signed under penalties of perjury, attesting to that persons exempt status. Copies of Form W-8BEN are provided with this Letter of Transmittal. Other types of Form W-8 can be found on the IRS website at http://www.irs.gov/formspubs/index.html. FAILURE OF A PARTICIPATING NON-U.S. SHAREHOLDER TO PROVIDE COMPUTERSHARE WITH THE APPROPRIATE COMPLETED FORM W-8 WILL RESULT IN A DEFECTIVE SUBMISSION AND THE FUND WILL BE UNABLE TO PURCHASE SUCH SHAREHOLDERS SHARES.
Requests for assistance should be directed to, and additional copies of the Offer to Purchase, the Notice of Guaranteed Delivery and this Letter of Transmittal may be obtained from, the Information Agent at the telephone number set forth below, or from your broker, dealer, commercial bank, trust company, or other nominee. The Information Agent will also provide shareholders, upon request, with a Certificate of Foreign Status (Form W-8 or other appropriate type of Form W-8).
The Information Agent for the Offer is: |
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The Depositary for the Offer is: | ||
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AST FUND SOLUTIONS, LLC
All Holders Call Toll Free: (800) 467-0743 |
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By Registered, Certified or Express Mail |
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Trust Company, N.A. |
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Computershare Trust Company, N.A. |
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c/o Voluntary Corporate Actions |
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c/o Voluntary Corporate Actions |
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P.O. Box 43011 |
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150 Royall Street, Suite V |
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Providence, RI 02940-3011 |
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Canton, MA 02021 |
OFFER TO PURCHASE
For Cash Up to 8,956,196 of the Issued and Outstanding Shares of Common Stock
of
Aberdeen Emerging Markets Equity Income Fund, Inc.
at 98% of Net Asset Value Per Share
THE OFFER TO PURCHASE WILL EXPIRE AT 11:59 P.M.,
EASTERN TIME ON JUNE 17, 2019, UNLESS THE OFFER IS EXTENDED.
THIS OFFER IS SUBJECT TO IMPORTANT TERMS AND CONDITIONS,
INCLUDING THE CONDITIONS OUTLINED IN THE OFFER TO PURCHASE
DATED MAY 17, 2019 AND IN THE LETTER OF TRANSMITTAL DATED MAY 17, 2019.
May 17, 2019
To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:
We are enclosing herewith the materials listed below relating to the Offer to Purchase, dated May 17, 2019 (the "Offer to Purchase"), of Aberdeen Emerging Markets Equity Income Fund, Inc., a non-diversified, closed-end equity fund incorporated under the laws of the state of Maryland (the "Fund"), and a related Letter of Transmittal (which, together with the Offer to Purchase and any amendments or supplements thereto, collectively constitute the "Offer"), pursuant to which the Fund is offering to purchase up to 8,956,196 (approximately 15%) of its issued and outstanding shares of common stock, par value $0.001 per share (the "Shares"). As of May 13, 2019, 59,707,975 Shares were outstanding. The Offer is to purchase Shares for cash, subject to adjustment for fractional Shares, at a price equal to 98% of the net asset value ("NAV") per Share determined as of the close of the regular trading session of the NYSE American, the principal market on which the Shares are traded, on the business day immediately following the day the Offer expires (the "Purchase Pricing Date"). The Offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase and the related Letter of Transmittal.
The Offer will expire at 11:59 p.m., Eastern time on June 17, 2019 (the "Expiration Date"), unless the Fund, in its sole discretion, extends the period during which the Offer is open, in which case Expiration Date shall mean the time and date on which the Offer, as so extended by the Fund, shall expire. The purchase price, subject to adjustment for fractional Shares, is to be paid in cash at a price equal to 98% of the NAV per Share determined as of the close of the regular trading session of the NYSE American on the Purchase Pricing Date.
We are asking you to contact your clients for whom you hold Shares registered in your name (or in the name of your nominee) or who hold Shares registered in their own names. Please bring the Offer to their attention as promptly as possible. We will not pay any fees or commissions to any broker, dealer or other person (other than Computershare Trust Company, N.A. (the "Depositary") or AST Fund Solutions, LLC (the "Information Agent")) for soliciting tenders of Shares pursuant to the Offer. The Fund will however, upon request, reimburse you for reasonable and customary mailing and handling expenses incurred by you in forwarding any of the enclosed materials to your clients. The Fund will pay all transfer taxes on its purchase of Shares, subject to the Instruction, "U.S. Securities Transfer Taxes," of the Letter of Transmittal. HOWEVER, BACKUP WITHHOLDING AT A 24% RATE MAY BE REQUIRED UNLESS EITHER AN EXEMPTION IS PROVED OR THE REQUIRED TAXPAYER IDENTIFICATION INFORMATION AND CERTIFICATIONS ARE PROVIDED. SEE SECTION 14, "UNITED STATES FEDERAL INCOME TAX CONSEQUENCES" OF THE OFFER TO PURCHASE.
For your information and for forwarding to your clients, we are enclosing the following documents:
1. The Offer to Purchase dated May 17, 2019;
2. The Letter of Transmittal for your use and to be provided to your clients;
3. Notice of Guaranteed Delivery;
4. Form of letter to clients that may be sent to your clients for whose accounts you hold Shares registered in your name (or in the name of your nominee); and
5. Return envelope addressed to Computershare Trust Company, N.A.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CAUSE YOU OR ANY OTHER PERSON TO BE THE AGENT OF ABERDEEN EMERGING MARKETS EQUITY INCOME FUND, INC., THE INFORMATION AGENT, OR THE DEPOSITARY, OR AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY STATEMENTS OR USE ANY MATERIAL ON THEIR BEHALF WITH RESPECT TO THE OFFER, OTHER THAN THE MATERIAL ENCLOSED HEREWITH AND THE STATEMENTS SPECIFICALLY SET FORTH IN SUCH MATERIAL.
The Offer is not being made to, nor will the Fund accept tender of Shares from, or on behalf of, owners of Shares in any jurisdiction in which the making of the Offer or its acceptance would not comply with the securities or "blue sky" laws of that jurisdiction.
As described in the Offer to Purchase under Section 4, "Procedures for Tendering Shares for Purchase," tenders may be made without the concurrent deposit of stock certificates if: (1) such tenders are made by or through a broker or dealer that is a member firm of a registered national securities exchange or a member of the Financial Industry Regulatory Authority, or a commercial bank or trust company having an office, branch, or agency in the United States; and (2) certificates for Shares (or a confirmation of a book-entry transfer of such Shares into the Depositary's account at the Depositary Trust Company), together with a properly completed and duly executed Letter of Transmittal, and all other documents required by the Letter of Transmittal, are received by the Depositary on the second NYSE American trading day after the date of receipt by the Depositary of a properly completed and duly executed Notice of Guaranteed Delivery.
NEITHER THE FUND NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO TENDER ANY SHARES.
For additional information or copies of the enclosed material, please contact the Information Agent at (800) 467-0743.
Very truly yours,
Aberdeen Emerging Markets Equity Income Fund, Inc.
By:
Name: Christian Pittard
Title: President
2
NOTICE OF GUARANTEED DELIVERY
FOR
TENDER OF SHARES OF COMMON STOCK OF
ABERDEEN EMERGING MARKETS EQUITY INCOME FUND, INC.
This form, or one substantially equivalent hereto, must be used to accept the Offer (as defined below) if shareholders' certificates for common stock, par value $0.001 per share (the "Shares") of Aberdeen Emerging Markets Equity Income Fund, Inc. are not immediately available or time will not permit the Letter of Transmittal and other required documents to be delivered to the Depositary on or before 11:59 p.m., New York City time, June 17, 2019, or such later date to which the Offer is extended (the "Expiration Date"). Such form may be delivered by hand or transmitted by e-mail or mailed to the Depositary and must be received by the Depositary on or before 11:59 p.m. New York City time on the Expiration Date. See Section 4, "Procedures for Tendering Shares for Purchase," of the Offer to Purchase.
The Information Agent for the Offer is:
AST Fund Solutions, LLC
48 Wall Street, 22nd. Floor
New York, NY 10005
All Holders Call Toll Free:
(800) 467-0743
The Depositary for the Offer is:
Computershare Trust Company, N.A.
By Mail: Registered, Certified or Express Mail |
By Overnight Courier: |
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Computershare Trust Company, N.A. c/o Voluntary Corporate Actions P.O. Box 43011 Providence, RI 02940-3011 |
Computershare Trust Company, N.A. c/o Voluntary Corporate Actions 150 Royall Street, Suite V Canton, MA 02021 |
By email (For Eligible Institutions Only):
canoticeofguarantee@computershare.com
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION VIA A FACSIMILE NUMBER OTHER THAN ONE LISTED
ABOVE DOES NOT CONSTITUTE A VALID DELIVERY
Ladies and Gentlemen;
The undersigned hereby tenders to Aberdeen Emerging Markets Equity Income Fund, Inc. (the "Fund"), upon the terms and subject to the conditions set forth in its Offer to Purchase, dated May 17, 2019 and the related Letter of Transmittal (which, together with any amendments or supplements to these documents, collectively constitute the "Offer"), receipt of which is hereby acknowledged, the number of Shares set forth below pursuant to the guaranteed delivery procedures set forth in Section 4, "Procedures for Tendering Shares for Purchase," of the Offer to Purchase.
Number of Shares Tendered: _______________________________________________________________
Certificate Nos. (if available):
_______________________________________________________________________________________
_______________________________________________________________________________________
If Shares will be tendered by book-entry transfer, check box:
c The Depository Trust Company
Account Number:
_______________________________________________________________________________________
Name(s) of Record Holder(s):
_______________________________________________________________________________________
_______________________________________________________________________________________
Address: _______________________________________________________________________________
_______________________________________________________________________________________
Area Code and Telephone Number:
_______________________________________________________________________________________
Taxpayer Identification (Social Security) Number:
_______________________________________________________________________________________
Dated: _________________ , 2019 |
______________________________________________ |
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______________________________________________ |
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Signature(s) |
(Not To Be Used For Signature Guarantee)
The undersigned, a participant in the Security Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Guarantee Program, the Stock Exchange Medallion Program or an "Eligible Guarantor Institution" as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, hereby (a) represents that the above named person(s) "own(s)" the Shares tendered hereby within the meaning of Rule 14e-4 under the Securities Exchange Act of 1934, as amended ("Rule 14e-4"), (b) represents that such tender of Shares complies with Rule l4e-4 and (c) guarantees to deliver to the Depositary either certificates representing the Shares tendered hereby, in proper form for transfer, or confirmation of Book-Entry Transfer of such Shares into the Depositary's accounts at The Depository Trust Company, in each case with delivery of a properly completed and duly executed Letter of Transmittal, with any required signature guarantees, or an Agent's Message (as defined in the Offer to Purchase), and any other required documents, within two New York Stock Exchange trading days after the date hereof.
Name of Firm: _______________________________ |
____________________________________________ |
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(Authorized Signature) |
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Address: ____________________________________ |
Name: ______________________________________ |
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(Please Print) |
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____________________________________________ |
Title: _______________________________________ |
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Area Code and Tel. No: _________________________ |
Dated: _________________________________ , 2019 |
DO NOT SEND SHARE CERTIFICATES WITH THIS FORM.
YOUR SHARE CERTIFICATES MUST BE SENT WITH THE LETTER OF TRANSMITTAL.
2
OFFER TO PURCHASE
For Cash Up to 8,956,196 of the Issued and Outstanding Shares of Common Stock
of
Aberdeen Emerging Markets Equity Income Fund, Inc.
at 98% of Net Asset Value Per Share
THE OFFER TO PURCHASE WILL EXPIRE AT 11:59 P.M.,
EASTERN TIME ON JUNE 17, 2019, UNLESS THE OFFER IS EXTENDED.
THIS OFFER IS SUBJECT TO IMPORTANT TERMS AND CONDITIONS,
INCLUDING THE CONDITIONS OUTLINED IN THE OFFER TO PURCHASE
DATED MAY 17, 2019 AND IN THE LETTER OF TRANSMITTAL DATED MAY 17, 2019.
To Our Clients:
Enclosed for your consideration is the Offer to Purchase, dated May 17, 2019 (the "Offer to Purchase"), of Aberdeen Emerging Markets Equity Income Fund, Inc., a non-diversified, closed-end equity fund incorporated under the laws of the state of Maryland (the "Fund"), and a related Letter of Transmittal (which, together with the Offer to Purchase and any amendments or supplements thereto, collectively constitute the "Offer"), pursuant to which the Fund is offering to purchase up to 8,956,196 (approximately 15%) of its issued and outstanding shares of common stock, par value $0.001 per share (the "Shares"). As of May 13, 2019, 59,707,975 Shares were outstanding. The Offer is to purchase Shares for cash, subject to adjustment for fractional Shares, at a price equal to 98% of the net asset value ("NAV") per Share determined as of the close of the regular trading session of the NYSE American, the principal market on which the Shares are traded, on the business day immediately following the day the offer expires (the "Purchase Pricing Date"). The Offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase and the related Letter of Transmittal.
The Offer will expire at 11:59 p.m., Eastern time on June 17, 2019 (the "Expiration Date"), unless the Fund, in its sole discretion, extends the period during which the Offer is open, in which case Expiration Date shall mean the time and date on which the Offer, as so extended by the Fund, shall expire.
The Offer to Purchase and the Letter of Transmittal are being forwarded to you for your information only and cannot be used by you to tender Shares held by us for your account. We are the holder of record of Shares held for your account. A TENDER OF SUCH SHARES CAN BE MADE ONLY BY US AS THE HOLDER OF RECORD AND ONLY PURSUANT TO YOUR INSTRUCTIONS.
Your attention is called to the following:
1. The purchase price, subject to adjustment for fractional Shares, is to be paid in cash at a price equal to 98% of the NAV per Share determined as of the close of the regular trading session of the NYSE American on the Purchase Pricing Date.
2. The Offer is not conditioned upon any minimum number of Shares being tendered.
3. Upon the terms and subject to the conditions of the Offer, the Fund will purchase all Shares validly tendered on or prior to the Expiration Date.
4. No fees or commission will be payable to the Fund in connection with the Offer. Except as mandated in the Instruction, "U.S. Securities Transfer Taxes," of the Letter of Transmittal, the Fund will pay any securities transfer taxes on the purchase of Shares by the Fund pursuant to the Offer. However, a broker, dealer or other person may charge a fee for processing the transactions on behalf of shareholders.
Your instructions to us should be forwarded in ample time before the Expiration Date to permit us to submit a tender on your behalf.
An envelope to return your instructions to us is enclosed. YOUR INSTRUCTIONS TO US SHOULD BE FORWARDED AS PROMPTLY AS POSSIBLE IN ORDER TO PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE OFFER.
The Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of Shares in any jurisdiction in which the making or acceptance of the Offer would not be in compliance with applicable law.
NEITHER THE FUND NOR ITS BOARD OF DIRECTORS IS MAKING ANY RECOMMENDATION TO ANY SHAREHOLDER WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES IN THE OFFER. EACH SHAREHOLDER IS URGED TO READ AND EVALUATE THE OFFER AND ACCOMPANYING MATERIALS CAREFULLY.
INSTRUCTIONS
The undersigned acknowledge(s) receipt of your letter, and the enclosed Offer, dated May 17, 2019, relating to Aberdeen Emerging Markets Equity Income Fund, Inc. (the "Fund"), to purchase up to 8,956,196 shares of its issued and outstanding common stock, par value $0.001 per share (the "Shares").
This will instruct you to tender to the Fund the number of Shares indicated below (which are held by you for the account of the undersigned), upon the terms and subject to the conditions set forth in the Offer that you have furnished to the undersigned.
AGGREGATE NUMBER OF SHARES TO BE TENDERED:
__________ Shares
ENTER NUMBER OF SHARES TO BE TENDERED.
______________________________________________________________________________ |
SIGN HERE
Account Number: |
Signature: |
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________________________________________________ |
_______________________________________________ | ||||||||||
Dated: |
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________________________________________________ |
________________________________________________ |
Please print name(s) and address(es):
______________________________________________________________________________ ______________________________________________________________________________ |
Daytime Area Code and Tel. No.
______________________________________________________________________________ |
Taxpayer Identification No. or Social Security No.
______________________________________________________________________________ |
2
Exhibit 99.(a)(1)(vi)
Dear Shareholder,
As you may be aware, [ACQUIRED FUND] (XXX) reorganized (the Reorganization) into Aberdeen Chile Fund, Inc., which changed its name to Aberdeen Emerging Markets Equity Income Fund, Inc. (AEF), effective as of the close of business April 27, 2018 (the Effective Time).
On May 8, 2019, the Board of Directors of AEF approved a tender offer for shares of AEFs common stock. The enclosed Letter of Transmittal allows you to exchange your XXX shares and/or tender your AEF shares in the tender offer.
As a result of the Reorganization, each share of XXX common stock owned by you at the Effective Time was automatically converted into the right to receive X.XX shares of common stock of AEF and a cash payment in lieu of the issuance of any fractional shares (the Consideration). You must exchange your XXX shares in order to receive the Consideration, and any future dividends or distributions the Board of Directors may declare. Please note that if you also hold shares of XXX stock in uncertificated form, they will be automatically exchanged upon the presentation of your XXX stock certificate(s), see XXX Shares Held in Book Entry by Us on the Letter of Transmittal. Please note you may not participate in the tender offer without exchanging your XXX shares.
As noted above, AEF is commencing an offer to purchase up to 15% of its issued and outstanding shares upon the terms and subject to the conditions set forth in the enclosed Offer to Purchase and the related Letter of Transmittal (which together constitute the Offer). The Offer is for cash at a price equal to 98% of AEFs net asset value per share (NAV) as of the close of ordinary trading on the NYSE American on the day after the Offer expires (as described below). The deadline for participating in the Offer is June 17, 2019 (the Tender Offer Deadline). The NAV of AEF shares may fluctuate between the Tender Offer Deadline and June 18, 2019, the pricing date for the Offer.
As of May 13, 2019, AEFs NAV per share was $7.78, and 59,707,975 shares were issued and outstanding. AEF computes its NAV on a daily basis. AEFs NAV and the market price of AEFs common stock may be obtained by contacting AST Fund Solutions, LLC, AEFs Information Agent (the Information Agent), toll free at (800) 467-0743.
The Offer is designed to provide shareholders of AEF with the opportunity to redeem some or all of their shares at a price very close to NAV should they wish to do so. Neither AEF, Aberdeen Asset Managers Limited, AEFs investment adviser, or AEFs Board of Directors is making any recommendation to any shareholder whether to tender or refrain from tendering shares in the Offer. AEF and the Board of Directors urge each shareholder to read and evaluate the Offer and related materials carefully and make his or her own decision. Questions, requests for assistance and requests for additional copies of this Offer to Purchase and related materials should be directed to the Information Agent toll free at (800) 467-0743.
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DESIGNATION (IF ANY) |
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Letter of Transmittal - to Tender Shares of Aberdeen Emerging Markets Equity Income Fund, Inc.
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Aberdeen Emerging Markets Smaller Company Opportunities Fund, Inc. (ABE), Aberdeen Israel Fund, Inc. (ISL), Aberdeen Indonesia Fund, Inc. (IF), Aberdeen Latin America Equity Fund, Inc. (LAQ), Aberdeen Singapore Fund, Inc. (SGF), Aberdeen Greater China Fund, Inc. (GCH) and The Asia Tigers Fund, Inc. (GRR) each reorganized into Aberdeen Chile Fund, Inc. (CH) after the close of business on April 27, 2018 (the Consolidation). CH has been renamed Aberdeen Emerging Markets Equity Income Fund, Inc. (AEF or the Fund) and trades on the NYSE American Exchange under the ticker symbol AEF,
The Fund has offered to purchase up to 15%, or 8,956,196 shares, of its Common Stock (the Shares), pursuant to the Offer to Purchase dated May 17, 2019 (the Offer). The Offer expires at 11:59 p.m. New York City time on June 17, 2019 (the Expiration Date), unless extended. See the Instructions on the reverse side. Your participation in the Offer is not required.
If you sign onto (www.aeftenderoffer.com), you may complete the required steps to enter your instructions and receive directions on submitting your certificates, or, alternatively, you may properly complete, sign and deliver this Letter of Transmittal to Computershare Trust Company, N.A. (Computershare), in order to tender all or any of your Shares of the Fund in the applicable tender offer.
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN THOSE SHOWN AT THE END OF THIS LETTER OF TRANSMITTAL DOES NOT CONSTITUTE A VALID DELIVERY. YOU MUST COMPLETE AND SIGN THIS LETTER OF TRANSMITTAL IN THE APPROPRIATE SPACE PROVIDED. THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL AND THE OFFER TO PURCHASE SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
Lost Certificates: If you cannot locate some or all of your certificates, read and complete the Lost Securities Affidavit on the back of this form and mark the boxes below with an X corresponding to the certificate numbers you cannot locate.
Your Aberdeen Chile Fund Inc. stock certificates:
Locate and return the original certificates for CH if you are tendering your CH shares.
Lost / Certificate Numbers |
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Shares |
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Lost Certificate Numbers |
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Shares |
o XXXX12345678 |
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12345678901234 |
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o XXXX12345678 |
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12345678901234 |
o XXXX12345678 |
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12345678901234 |
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o XXXX12345678 |
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12345678901234 |
o XXXX12345678 |
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12345678901234 |
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o XXXX12345678 |
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12345678901234 |
o XXXX12345678 |
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12345678901234 |
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o XXXX12345678 |
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12345678901234 |
o XXXX12345678 |
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12345678901234 |
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o XXXX12345678 |
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12345678901234 |
If you hold more than 10 certificates, not all certificates can be listed on this form.
Breakdown of your holding here at Computershare:
Total Certificated Shares |
Total Book-Entry Share |
Total Shares |
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1234567890123 |
1234567890123 |
1234567890123 |
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I/we, the undersigned, hereby surrender to you for full or partial tender, as marked, the share(s) identified below. I/we hereby agree to the terms and conditions of the Offer to Purchase dated May 17, 2019 (Offer to Purchase). I/we hereby certify and warrant that: (i) I/we have received and read the Offer to Purchase; (ii) I/we have complied with all instructions on the reverse side of this Letter of Transmittal and the requirements of the Offer to Purchase; (iii) I/we have full authority to surrender these certificate(s) and give the instructions in this Letter of Transmittal; and (iv) the shares represented by these certificates are free and clear of all liens, restrictions, adverse claims and encumbrances. Please complete the third page if you would like to transfer ownership or request special mailing.
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Signature: This form must be signed by the registered holder(s) exactly as their name(s) appears on the certificate(s) or by person(s) authorized to sign on behalf of the registered holder(s) by documents transmitted herewith. | |||||
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Lost Securities Affidavit IF YOU CANNOT LOCATE SOME OR ALL OF YOUR CERTIFICATE(S), PLEASE COMPLETE THE BELOW AFFIDAVIT LIBERTY MUTUAL INSURANCE COMPANY LOST SECURITIES AFFIDAVIT FOR ACCOUNTS WITH LESS THAN $250,000.00 IN MARKET VALUE
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By checking the lost certificates box and signing the bottom of this form, I (we) certify that (a) I (we) am (are) the lawful owner(s) (Owner) of the shares described on the front of this form; (b) I (we) reside at the address set forth on the front of this form; (c) I (we) am (are) entitled to possession of the lost certificate(s) (the Lost Securities); (d) the Lost Securities have been lost, mislaid, stolen or destroyed and cannot now be produced; (e) the Lost Securities WERE NOT ENDORSED and neither the Lost Securities nor the Owner(s) rights therein have, in whole or in part, been cashed, negotiated, sold, transferred, hypothecated, pledged, disposed of, and to my (our) knowledge, no claim of right, like or interest, adverse to the Owner, in or to the Lost Securities, has been made or advanced by any person; (f) I (we) have made or caused to be made a diligent search for the Lost Securities and have been unable to find or recover the Lost Securities; (g) I (we) make this Affidavit of Lost Securities For Computershare Accounts for the purpose of inducing the issuance of new or replacement Securities (Replacement Securities) (in book-entry form, unless unavailable through the issuer) in lieu of the said Lost Securities, or the distribution to the Owner(s) of proceeds (including liquidation) thereof; and (h) I (we) agree that this Lost Securities Affidavit for Computershare Accounts may be delivered to and made part of the Liberty Mutual Insurance Company Bond No. 285055966. | |||||||||||||||||||||||||
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The Owner(s) hereby agree(s) in consideration of (1) the issuance of such replacement Securities in lieu of the Lost Securities, or of the distribution to the Owner of the proceeds there from, and (2) the assumption by Liberty Mutual Insurance Company of liability therefore under its Bond, the OWNER, his/her/its heirs, successors and assigns agree to indemnify, protect and save harmless Liberty Mutual Insurance Company, Computershare Inc., Computershare Trust Company, N.A. and the issuer, jointly and severally, and their respective agents, representatives, successors, and assigns, from and against all losses, cost and damages (court costs and attorney fees) to which they may be subject or liable arising out of or relating to the Lost Securities, the issuance of Replacement Securities, the Owners requested action herein (or any other action arising out of or relating to the Replacement of Lost Securities), or Liberty Mutual Insurance Companys assumption of liability under its bond described above. | |||||||||||||||||||||||||
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STEP 1. CALCULATE LOST CERTIFICATE BOND PREMIUM - FEE MUST BE ENCLOSED | |||||||||||||||||||||||||
a). Aberdeen Chile Fund, Inc. | |||||||||||||||||||||||||
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LOST CERTIFICATE BOND |
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[TBD] |
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$80.00 processing fee |
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PREMIUM CALCULATION: |
Shares Lost |
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Multiply the number of shares lost by the Liberty Mutual Insurance Company Bond premium noted above to calculate the premium you owe. There is a minimum premium of $20.00. There is also a processing fee of $80.00. This premium is only valid until 11/17/19. PLEASE MAKE YOUR CHECK PAYABLE TO COMPUTERSHARE INSURANCE SERVICES FOR THE BOND PREMIUM AND PROCESSING FEE AND ENCLOSE WITH THIS AFFIDAVIT. If your request is approved, Computershare Insurance Services will forward the Bond premium to Liberty Mutual Insurance Company. We cannot complete your tender without a Surety Bond. NOTE: This premium is calculated based upon each lost share, not per each lost certificate. | |||||||||||||||||||||||||
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STEP 2. SIGNATURES OF OWNERS - all registered owners MUST sign below exactly as the name(s) appear on the front of this form | |||||||||||||||||||||||||
If your lost certificate(s) is (are) part of an estate or trust, or are valued at more than $250,000, please contact Computershare for additional instructions. | |||||||||||||||||||||||||
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ANY PERSON WHO, KNOWINGLY AND WITH INTENT TO DEFRAUD ANY INSURANCE COMPANY OR OTHER PERSON, FILES A STATEMENT OF CLAIM CONTAINING ANY MATERIALLY FALSE INFORMATION OR CONCEALS FOR THE PURPOSE OF MISLEADING, INFORMATION CONCERNING ANY FACT MATERIAL THERETO, COMMITS A FRAUDULENT INSURANCE ACT, WHICH IS A CRIME. | |||||||||||||||||||||||||
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By signing below, [I][we] acknowledge the processing fee(s) listed above. | |||||||||||||||||||||||||
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If you want your Shares that were not tendered or purchased and/or your check for cash to be issued in another name, fill in this section with the information for the new account/payee name. Place an x in all that apply: |
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Fill in ONLY if you want your check for cash to be mailed to someone other than the registered holder or to the registered holder at an address other than that shown on the front of this Letter of Transmittal. |
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o Register Shares and/or o issue check(s) to: |
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INSTRUCTIONS FOR COMPLETING THE LETTER OF TRANSMITTAL
1. Sign, date and include your daytime telephone number in this Transmittal form in Box 1. After completing all other applicable sections, return this Letter of Transmittal and your stock certificate(s) in the enclosed envelope. The method of delivery of any documents, including share certificates, is at the election and risk of the tendering shareholder. It is recommended that they be sent by registered mail, properly insured, with return receipt requested. Delivery will be deemed effective only when received by Computershare. Please refer to Section 4, Procedures for Tendering Shares for Purchase, A. Proper Tender of Shares and Section 4, Procedures for Tendering Shares for Purchase: B. Signature Guarantees and Method of Delivery of the Offer to Purchase when completing this Letter of Transmittal.
2. If you are tendering all your Shares for cash, please check the Tender box only.
3. If you are tendering some of your Shares for cash, please check the Partial Tender box and indicate the number of Shares you wish to tender.
4. Mutilated, Lost, Stolen or Destroyed Certificates. If any certificate representing Shares has been mutilated, lost, stolen or destroyed, please complete the Lost Securities Affidavit. Please complete line 1a, if you are missing any of your CH certificates. If your certificates are not immediately available or you cannot deliver Shares and all other required documents to Computershare prior to 11:59 p.m., Eastern time on the Expiration Date, or your Shares cannot be delivered on a timely basis pursuant to the procedures for book-entry transfer prior to the Expiration Date, you may tender your Shares by or through any Eligible Institution (as defined in Section 4, Procedures for Tendering Shares for Purchase, B. Signature Guarantees and Method of Delivery of the Offer to Purchase) by properly completing and duly executing and delivering a Notice of Guaranteed Delivery, which must be received by Computershare prior to the Expiration Date, and by otherwise complying with the guaranteed delivery procedures set forth in Section 4, Procedures for Tendering Shares for Purchase, of the Offer to Purchase. Pursuant to such procedures, the certificates for all physically tendered Shares, or confirmation of book-entry transfer, as the case may be, as well as a properly completed and duly executed Letter of Transmittal, and all other documents required by this Letter of Transmittal, must be received by Computershare prior to 5:00 p.m., Eastern time on the second NYSE American trading day after the date of execution of the Notice of Guaranteed Delivery, all as provided in Section 4, Procedures for Tendering Shares for Purchase, of the Offer to Purchase.
5. If more than 8,956,196 Shares are duly tendered pursuant to the Offer (and not timely withdrawn as provided in Section 5, Withdrawal Rights, of the Offer to Purchase), the Fund, subject to the conditions listed in Section 3, Certain Conditions of
the Offer, of the Offer to Purchase, will purchase Shares from participating shareholders, in accordance with the terms and conditions specified in the Offer to Purchase, on a pro rata basis (disregarding fractions), based upon the number of Shares duly tendered by or on behalf of each shareholder (and not timely withdrawn). If you participate in the Offer and the Offer is oversubscribed, any Shares that were not tendered or purchased will be returned to you in book-entry form promptly following the termination, expiration or withdrawal of the Offer, without further expense. The Fund does not intend to increase the number of Shares offered for purchase, even if more than 8,956,196 Shares are tendered by all shareholders in the aggregate.
6. Determinations of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance of tenders will be determined by the Fund, in its sole discretion, which determination shall be final and binding. The Fund reserves the absolute right to reject any or all tenders determined not to be in proper form or to refuse to accept for payment, purchase, or pay for, any Shares if, in the opinion of the Funds counsel, accepting, purchasing or paying for such shares would be unlawful. Please refer to Section 4, Procedures for Tendering Shares for Purchase,
7. If you want any Shares that were not tendered or purchased and/or check for cash to be issued in another name, fill in Box 7. Signature(s) must be medallion guaranteed. Please see Section 4, Procedures for Tendering Shares for Purchase, B. Signature Guarantees and Method of Delivery of the Offer to Purchase.
8. Complete Box 8 only if your check for cash is to be delivered to a person other than the registered holder or to the registered holder at a different address.
9. U.S. Securities Transfer Taxes. No U.S. securities transfer tax stamps or funds to cover such stamps need accompany this Letter of Transmittal, and the Fund will pay all securities transfer taxes, if any, with respect to the transfer to it of Shares purchased pursuant to the Offer. If, however, (in the circumstances permitted by the Funds Offer to Purchase) Shares not tendered or purchased are to be registered in the name of any person other than the registered holder, or if tendered certificates are registered in the name of any person other than the person(s) signing this Letter of Transmittal, the amount of any U.S. securities transfer taxes (whether imposed on the registered holder or such other person) payable on account of the transfer to such person will be deducted from the purchase price unless satisfactory evidence of the payment of such taxes, or exemption therefrom, is submitted.
10. Form W-9. Under U.S. Federal Income Tax law, each participating U.S. stockholder is required to provide Computershare with such stockholders correct Taxpayer Identification Number. If your Taxpayer Identification Number is not certified on our records, we have enclosed a Form W-9 for you to complete and return. Failure to provide the information on the form may subject you to backup withholding on any reportable payment and you may be subject to a $50 penalty imposed by the Internal Revenue Service in addition to being subject to backup withholding. FAILURE TO PROVIDE COMPUTERSHARE WITH THE CORRECT TAXPAYER IDENTIFICATION NUMBER WILL RESULT IN A DEFECTIVE SUBMISSION AND THE FUND WILL BE UNABLE TO PURCHASE SUCH SHAREHOLDERS SHARES.
11. Form W-8. Each participating Non-U.S. shareholder must submit a properly executed Certificate of Foreign Status (Form W-8BEN or other appropriate type of Form W-8 along with any required attachment, if any), signed under penalties of perjury, attesting to that persons exempt status. Copies of Form W-8BEN are provided with this Letter of Transmittal. Other types of Form W-8 can be found on the IRS website at http://www.irs.gov/formspubs/index.html. FAILURE OF A PARTICIPATING NON-U.S. SHAREHOLDER TO PROVIDE COMPUTERSHARE WITH THE APPROPRIATE COMPLETED FORM W-8 WILL RESULT IN A DEFECTIVE SUBMISSION AND THE FUND WILL BE UNABLE TO PURCHASE SUCH SHAREHOLDERS SHARES.
Requests for assistance should be directed to, and additional copies of the Offer to Purchase, the Notice of Guaranteed Delivery and this Letter of Transmittal may be obtained from, the Information Agent at the telephone number set forth below, or from your broker, dealer, commercial bank, trust company, or other nominee. The Information Agent will also provide shareholders, upon request, with a Certificate of Foreign Status (Form W-8 or other appropriate type of Form W-8).
The Information Agent for the Offer is: |
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The Depositary for the Offer is: | ||
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AST FUND SOLUTIONS, LLC
All Holders Call Toll Free: (800) 467-0743 |
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By Registered, Certified or Express Mail |
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By Overnight Courier: |
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Trust Company, N.A. |
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Computershare Trust Company, N.A. |
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c/o Voluntary Corporate Actions |
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c/o Voluntary Corporate Actions |
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P.O. Box 43011 |
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150 Royall Street, Suite V |
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Providence, RI 02940-3011 |
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Canton, MA 02021 |
FOR IMMEDIATE RELEASE
For More Information Contact:
Aberdeen Standard Investments Inc.
Investor Relations
800-522-5465
Investor.Relations@aberdeenstandard.com
ABERDEEN EMERGING MARKETS EQUITY INCOME FUND, INC. ANNOUNCES COMMENCEMENT OF A CASH TENDER OFFER
(Philadelphia, May 16, 2019) - Aberdeen Emerging Markets Equity Income Fund, Inc. (the Fund) (NYSE American: AEF), a closed-end equity fund, announced today the commencement of a cash tender offer to purchase up to 8,956,196 shares, representing approximately 15% of the Funds outstanding shares, at a price per share equal to 98% of the Funds net asset value (NAV) per share as determined by the Fund on the next business day immediately following the day the tender expires. The offer commences at 12:01 am, May 17, 2019, and will expire at 11:59 p.m. New York City time on June 17, 2019, unless otherwise extended. It is expected that the payment of the tender offer proceeds will be made as soon as practicable after the June 17, 2019 expiration date of the tender offer. The payment date is currently estimated to be on or about June 25, 2019, unless the expiration date is otherwise extended.
Additional terms and conditions of the tender offer are set forth in the Funds tender offer materials. If more than 15% of the Funds outstanding shares are tendered and not withdrawn in the offer, the Fund will purchase shares from tendering shareholders on a pro-rated basis.
This announcement is not a recommendation, an offer to purchase or a solicitation of an offer to sell shares of the Fund. The Offer to Purchase and the Letter of Transmittal are being mailed to record holders of shares on or about May 17, 2019. Shareholders who do not receive these materials may call AST Fund Solutions, LLC, the Funds information agent for this tender (the Information Agent) at 800-467-0743 to request that materials be sent to them. Shareholders may obtain further information regarding the tender offer on the U.S. Securities and Exchange Commission (SEC) website at http://www.sec.gov, on the Funds website at www.aberdeenaef.com or by calling 800-467-0743.
The tender offer will be made only by the Offer to Purchase and the related Letter of Transmittal. Shareholders should read these documents carefully. Inquiries regarding this tender offer should be directed to the Funds Information Agent at 800-467-0743. The offer to purchase will not be valid in any jurisdiction in which making or accepting the offer to purchase would violate the laws of that jurisdiction.
Aberdeen Emerging Markets Equity Income Fund, Inc. is a closed-end equity fund. The Fund seeks to provide both current income and long-term capital appreciation by investing, under normal market conditions, at least 80% of its net assets, plus any borrowings for investment purposes, in emerging market equity securities. Its shares are listed on NYSE American under the symbol AEF.
Important Information
This press release may contain statements regarding plans and expectations for the future that constitute forward-looking statements within the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are forward-looking and can be identified by the use of words such as may, will, expect, anticipate, estimate, believe, continue or other similar words. Such forward-looking statements are based on the Funds current plans and expectations, and are subject to risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Additional information concerning such risks and uncertainties are contained in the Funds filings with the SEC.
SHAREHOLDERS OF THE FUND SHOULD READ THESE DOCUMENTS BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Documents filed with the SEC are available to investors, free of charge, at the SECs website (http://www.sec.gov). Shareholders can also obtain copies of these documents, when available, free of charge, by contacting Aberdeen Standard Investments Inc., 1735 Market Street, 32nd Floor, Philadelphia, PA 19103, by calling 1-800-522-5465 toll-free or on the Internet at www.aberdeenaef.com. The tender offer is not being made to, nor will tenders be accepted from or on behalf of, holders of shares in any jurisdiction in which making or accepting the offer would violate that jurisdictions laws.
Closed-end funds are traded on the secondary market through one of the stock exchanges. The Funds investment return and principal value will fluctuate so that an investors shares may be worth more or less than the original cost. Shares of closed-end funds may trade above (a premium) or below (a discount) the NAV of the funds portfolio. There is no assurance that the Fund will achieve its investment objective.
International investing entails special risk considerations, including currency fluctuations, lower liquidity, economic and political risks, and difference in accounting methods.
The Funds daily NYSE American closing price and NAV, as well as other information, including updated portfolio statistics and performance are available at www.aberdeenaef.com or by calling the Funds Investor Services at 800-522-5465.
Aberdeen Standard Investments Inc. has prepared this report based on information sources believed to be accurate and reliable. However, neither the Fund, Aberdeen Asset Managers Limited (the Investment Adviser), nor any other person guarantees their accuracy. Investors should seek their own professional advice and should consider the investment objectives, risks,
charges and expenses before acting on this information. Aberdeen is a U.S. registered service mark of Aberdeen Asset Management PLC.
Aberdeen Standard Investments is a brand of the investment businesses of Standard Life Aberdeen plc, its affiliates and subsidiaries. In the United States, Aberdeen Standard Investments is the marketing name for the following affiliated, registered investment advisers: Aberdeen Standard Investments Inc., Aberdeen Asset Managers Ltd., Aberdeen Standard Investments Australia Ltd., Aberdeen Standard Investments (Asia) Ltd., Aberdeen Capital Management, LLC, Aberdeen Standard Investments ETFs Advisors LLC and Standard Life Investments (Corporate Funds) Ltd.
If you wish to receive this information electronically, please contact: Investor.Relations@aberdeenstandard.com
aberdeenaef.com
Standstill Agreement
This Agreement is entered into as of October 3, 2017 (including the exhibit(s) hereto, this Agreement), by and between City of London Investment Management Company Limited (CoL) and, severally and not jointly, each fund identified in Exhibit A, as may be mutually agreed to and amended from time to time (each a Fund and together the Funds) (each Fund with CoL, the Parties, and each individually a Party).
WHEREAS, the Board of Directors of Aberdeen Chile Fund, Inc. (also referred to herein as the Acquiring Fund) has considered transactions pursuant to which the Acquiring Fund would acquire all of the assets, subject to the liabilities, of the other Funds listed in Exhibit A hereto (as amended from time to time, the Target Funds and each a Target Fund), subject to necessary shareholder approvals by each Fund, resulting in a single larger combined fund in one or more reorganizations (collectively, the Reorganization); and
WHEREAS, the Board of the Acquiring Fund has approved making a tender offer for its shares following the Reorganization; and
WHEREAS, CoL or its clients are the beneficial owners (as such term is used in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the Exchange Act) of shares of each of the Acquiring Fund and one or more of the Target Funds.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto hereby agree as follows:
Section 1. Reorganization and Tender Offer.
1.1. 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:
(a) The Acquiring Fund shall take all steps reasonable and appropriate to seek to effect the Reorganization with the Target Funds as have agreed to participate in the Reorganization as soon as reasonably practicable subject to shareholder approval in 2018 at an annual or special meeting of shareholders. Such steps shall include the filing of a proxy statement to modify certain investment policies and restrictions of the Acquiring Fund and to approve the issuance of shares in connection with the Reorganization. The Acquiring Fund shall also file prospectus/proxy statements to be used to solicit the requisite approval of the Target Funds. The Acquiring Fund shall seek to close the Reorganization with respect to each Target Fund during the first calendar quarter of 2018, although the timing of the various closings could be delayed but not later than the end of the second calendar quarter.
(b) As soon as practicable following the Reorganization with respect to each Target Fund, the Acquiring Fund shall conduct a tender offer to purchase a percentage (the Tender Amount) of its outstanding common shares (the Tender Offer),
such amount to be determined by the Board of the Acquiring Fund, but which shall not be less than an amount which in combination with the distributions then estimated to be required to be distributed in 2018 to maintain the Acquiring Funds status as a regulated investment company under the Internal Revenue Code of 1986 results in a reduction of the Acquiring Funds net assets by at least 40% with a maximum distribution of 50%. The Tender Offer shall include the following terms: (i) shareholders shall have the opportunity to tender some or all of their common shares at a price equal to 99% of the Acquiring Funds net asset value per share (NAV) as determined as of the close of the regular trading session of the NYSE MKT on the next day after the expiration date of the Tender Offer or, if the Tender Offer is extended, on the next day after the day to which the Tender Offer is extended, (ii) the Acquiring Fund shall purchase common shares properly tendered and not withdrawn on a prorated basis up to the Tender Amount if greater than the Tender Amount of common shares are properly tendered and not properly withdrawn, (iii) the consideration to be paid by the Acquiring Fund for common shares under the Tender Offer shall consist solely of cash, and (iv) if less than the Tender Amount of common shares have been properly tendered and not withdrawn, then the Acquiring Fund shall only be obligated to purchase such amount of shares actually tendered.
(c) The Tender Offer shall not provide for preferential treatment for any shareholders of the Acquiring Fund.
(d) The Tender Offer shall require odd lot tenders to be subject to the same proration terms as tenders of 100 shares or more.
(e) Although the Acquiring Fund has committed to conduct the Tender Offer under the circumstances set forth above, the Fund will not commence the Tender Offer or accept tenders of the Funds common shares during any period when (i) such transactions, if consummated, would: (A) result in the delisting of the Acquiring Funds shares from the NYSE MKT or (B) impair the Acquiring Funds status as a regulated investment company under the Internal Revenue Code of 1986, as amended (the Code); (ii) there is any (A) legal or regulatory action or proceeding instituted or threatened challenging such transaction, (B) suspension of or limitation on prices for trading securities generally on the NYSE or other national securities exchange(s), including the National Association of Securities Dealers Automated Quotation System (NASDAQ) National Market System, or (C) declaration of a banking moratorium by federal or state authorities or any suspension of payment by banks in the United States; or (iii) the Board of Directors of the Acquiring Fund (the Fund Board) determines in good faith and upon the written opinion of counsel, that effecting any such transaction during the period would constitute a breach of its fiduciary duty owed to the Acquiring Fund or its shareholders. In the event of a delay pursuant to any of clauses (i), (ii) or (iii) above, the Acquiring Fund will provide prompt written notice to CoL together with a detailed written analysis stating the reason for such delay and reasonable support for such determination. In the event of a delay pursuant to either of clauses (i) or (ii) above, the Acquiring Fund will commence
the Tender Offer as soon as practicable and no later than 20 days after the termination of such delaying event.
(f) 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.
1.2. 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.
Section 2. Additional Agreements.
2.1. CoL covenants and agrees that:
(a) CoL will cause all shares it and the CoL Entities beneficially own as of the record date for a shareholder meeting to be counted as present for purposes of a quorum at any annual or special meeting of shareholders of a Fund held on or prior to December 31, 2019;
(b) 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
(c) From the date of this Agreement through December 31, 2019, 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 any Director nominee with respect to which the Board recommends a vote in favor and against any proposal or Director nominee with respect to which the Board recommends a vote against.
For the avoidance of doubt, CoL or any of the CoL Entities shall not affirmatively lend any common shares of a Fund to any third party for the purpose of avoiding compliance with the terms hereof, and CoL (or the CoL Entities other than separately managed accounts, as applicable), to the extent practicable, shall recall any such stock loan in advance of the record date for any vote of or consent by the shareholders of the Fund so that CoL shall have full voting rights with respect to all such loaned shares.
2.2. The Board of the Acquiring Fund covenants and agrees that
(a) the Acquiring Funds Post-Reorganization total annualized expense ratio will not exceed 120 basis points during the period commencing on the closing of the Reorganization and ending on December 31, 2019 (excluding: leverage cost, tax and non-routine/exceptional expenses); and
(b) the Acquiring Fund will establish a targeted discount policy which will seek to manage the Funds discount by:
· the Board of the Acquiring Fund adopting one or more resolutions as necessary, committing to buying back shares of common stock in the open market at times when the Funds shares trade at a discount of 10% or more to NAV; and
· if the average discount exceeds 11% over any rolling twelve (12) month period commencing on the closing of the Reorganization and ending on December 31, 2019, the Board will undertake a 15% tender offer; provided that the Fund shall not be required to conduct more than one tender offer under this 2.2(b) prior to December 31, 2019.
2.3. CoL represents and warrants as follows:
(a) This Agreement has been duly and validly authorized, executed and delivered by it and is enforceable against CoL in accordance with its terms.
(b) 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.
2.4. Each Fund represents and warrants as follows:
(a) 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.
(b) 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.
Section 3. Termination.
3.1. Notwithstanding anything herein to the contrary, if the Acquiring Fund or any Target Fund fails to complete the Reorganization on or before the end of the second calendar quarter of 2018 or the Acquiring Fund fails to complete the Tender Offer and distribute the proceeds of the Tender Offer in cash to the participating shareholders on or before the end of the third calendar quarter of 2018, this Agreement shall terminate and be of no further force or effect unless the parties agree to extend the time period for such actions.
3.2. This Agreement remains in full force and effect until the earliest of:
(a) the expiration of the Standstill Period;
(b) a termination of this Agreement pursuant to Section 3.1; and
(c) such other date established by mutual written agreement of the Fund and CoL.
3.3. Section 4 shall survive the termination of this Agreement. No termination pursuant to this Section 3 relieves any Party from liability for any breach of this Agreement prior to such termination.
Section 4. Miscellaneous.
4.1. 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.
4.2. 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.
4.3. 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.
4.4. Section Headings. Descriptive headings are for convenience only and will not control or affect the meaning or construction of any provision of this Agreement.
4.5. 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:
If to a Fund:
[Fund Name]
c/o Aberdeen Asset Management, Inc.
1735 Market St., 32nd Floor
Philadelphia, PA 19103
Attention: Legal Department
Legal.us@aberdeen-standard.com
If to CoL:
Attn: Barry M. Olliff
City of London Investment Management Company Limited
1125 Airport Road
Coatesville, PA 19320
4.6. 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.
4.7. 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.
4.8. 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.
4.9. 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.
4.10. 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.
4.11. 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.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written.
|
On behalf of the Funds listed in Appendix A | ||
|
| ||
|
| ||
|
By: |
/s/ Lucia Sitar | |
|
|
Name: |
Lucia Sitar |
|
|
Title: |
Vice President |
|
| ||
|
City of London Investment Management Company Limited | ||
|
| ||
|
By: |
/s/ Tom Griffith | |
|
|
Name: |
Tom Griffith |
|
|
Title: |
Director |
Exhibit A
Funds
Name of Fund |
|
Date Fund Added as Party to Agreement |
Aberdeen Singapore Fund, Inc. (SGF) |
|
October 3, 2017 |
Aberdeen Israel Fund, Inc. (ISL) |
|
October 3, 2017 |
Aberdeen Latin America Equity Fund, Inc. (LAQ) |
|
October 3, 2017 |
Aberdeen Indonesia Fund, Inc. (IF) |
|
October 3, 2017 |
Aberdeen Chile Fund, Inc. (CH) |
|
October 3, 2017 |
Aberdeen Emerging Markets Smaller Company Opportunities Fund, Inc. (ABE) |
|
October 3, 2017 |
Aberdeen Greater China Fund, Inc. (GCH) |
|
October 3, 2017 |
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