abrdn Emerging Markets ex-China Fund, Inc SC TO-I/A, filed Feb 26, 2025
abrdn Emerging Markets ex-China Fund, Inc. (AEF)
As filed with the Securities and Exchange Commission on February 25, 2025.
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
ABRDN EMERGING MARKETS EX-CHINA FUND, INC.
(Name of Subject Company (issuer))
ABRDN EMERGING MARKETS EX-CHINA 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.
abrdn Emerging Markets ex-China Fund, Inc.
c/o abrdn Inc.
1900 Market Street, Suite 200
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:
Thomas C. Bogle, Esq.
William J. Bielefeld, Esq.Dechert LLP
1900 K Street N.W.
Washington D.C. 20006
☐ 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:
☐ third party tender offer subject to Rule 14d-1
☒ issuer tender offer subject to Rule 13e-4
☐ going-private transaction subject to Rule 13e-3
☐ 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: ☒
Introductory Statement
This Amendment No. 2 hereby amends and supplements the Issuer Tender Offer Statement on Schedule TO initially filed by abrdn Emerging Markets ex-China Fund, Inc. (formerly known as abrdn Emerging Markets Equity Income Fund, Inc.), a Maryland corporation (the “Fund”), with the Securities and Exchange Commission (the “Commission”) on January 21, 2025 (as amended on February 21, 2025 and as further amended hereby, the “Schedule TO”) in order to update Item 12 to add exhibit (a)(7), a copy of the press release issued by the Fund dated February 25, 2025 announcing the final results of the offer and the information contained therein is incorporated by reference.
Except as amended herein, 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.
1 Incorporated by reference to the Fund’s Schedule TO-I, as filed with the Commission on January 21, 2025.
2 Incorporated by reference to the Fund’s Schedule TO-I/A, as filed with the Commission on February 21, 2025.
3 Filed herewith.
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.
| ABRDN EMERGING MARKETS EX-CHINA FUND, INC. | ||
| By: | /s/ Lucia Sitar | |
| Name: Lucia Sitar, Esq. | ||
| Title: Vice President of the Fund | ||
| Dated: February 25, 2025 | ||
EXHIBIT INDEX
EXHIBIT
| (a)(7) | Press Release issued on February 26, 2025 |
| 107 | Calculation of Filing Fee Exhibit |
Exhibit 99.(a)(7)
Press Release
FOR IMMEDIATE RELEASE
For More Information Contact:
abrdn U.S. Closed-End Funds
Investor Relations
1-800-522-5465
Investor.Relations@abrdn.com
ABRDN EMERGING MARKETS EX-CHINA FUND, INC. (AEF) ANNOUNCES
FINAL RESULTS OF CASH TENDER OFFER
(Philadelphia, February 25, 2025) – abrdn Emerging Markets Equity ex-China Fund, Inc. (formerly, abrdn Emerging Markets Equity Income Fund, Inc.) (NYSE American: AEF), announced today the final results of its cash tender for up to 10,150,355 shares, representing approximately 20% of the Fund’s outstanding shares. The offer expired at 5:00 p.m. New York City time on February 20, 2025.
Based on information provided by Computershare Trust Company N.A., the depositary of the tender offer, approximately 36,746,773 shares of common stock or 72.4% of the Fund’s outstanding stock were properly tendered, and the Fund has accepted, subject to adjustment for fractional shares, 10,150,355 shares for cash payment at a price equal to $6.07, which represents 98% of the Fund’s net asset value per share (“NAV”) as of the close of regular trading on the NYSE American on February 21, 2025. Since the total number of shares tendered exceeded the number of shares the Fund offered to purchase, all tenders of shares were subject to proration (at a ratio of approximately 0.27624999) in accordance with the terms of the tender offer. Following the purchase of the properly tendered shares, the Fund will have 40,601,423 outstanding shares.
Effective February 24, 2025, under normal circumstances, the Fund now invests at least 80% of its net assets (plus any borrowings for investment purposes) in emerging markets (excluding China) equity securities and the Fund’s name was changed. As part of the Board’s commitment to shareholders relating to the investment strategy changes, the Board has adopted a policy (the “Policy”) pursuant to which it will cause the Fund to conduct a one-time tender offer for twenty percent (20%) of its then issued and outstanding shares of common stock on or before June 30, 2028, if the Fund’s total return investment performance measured on a NAV basis does not equal or exceed the total return investment performance of the MSCI Emerging Markets ex-China Index (Net Daily Total Return) during the period commencing on March 1, 2025 and ending on February 28, 2028. The price at which shares are to be tendered and other terms and conditions of such tender offer would be determined by the Board in its discretion based on its review and consideration of the then-current size of the Fund, market conditions and other factors it deems relevant.
For more insights into the updated investment strategy, listen to the recent podcast interview with Portfolio Manager Nick Robinson available on the Fund’s website.
Important Information
The Fund’s daily NYSE American closing price and NAV, as well as other information, including updated portfolio statistics and performance are available at www.abrdnaef.com or by calling the Fund’s Investor Relations at 1-800-522-5465.
In the United States, abrdn is the marketing name for the following affiliated, registered investment advisers: abrdn Inc., abrdn Investments Limited, and abrdn Asia Limited.
Closed-end funds are traded on the secondary market through one of the stock exchanges. A Fund’s investment return and principal value will fluctuate so that an investor’s 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 fund’s portfolio. There is no assurance that a Fund will achieve its investment objective. Past performance does not guarantee future results.
abrdnaef.com
# # #