abrdn Emerging Markets ex-China Fund, Inc SC TO-I, filed Jan 21, 2025
abrdn Emerging Markets ex-China Fund, Inc. (AEF)
As filed with the Securities and Exchange Commission on January 21, 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 EQUITY INCOME FUND, INC.
(Name of Subject Company (issuer))
ABRDN 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.
abrdn Emerging Markets Equity Income 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 Issuer Tender Offer Statement on Schedule TO relates to an offer by abrdn 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 (“NAV”) 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 January 21, 2025 (the “Offer to Purchase” and the tender offer made thereby, the “Offer”), 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.
Item 1 Summary Term Sheet
This is a summary of the features of the Offer. To understand the Offer fully and for a more complete discussion of the terms and conditions of the Offer, you should read carefully the entire Offer to Purchase and the related Letter of Transmittal, which are incorporated herein by reference.
| ● | The Company is offering to purchase up to 10,150,355 of its issuedand outstanding shares of common stock, par value $0.001 per share (the “Shares”) at a price per Share equal to 98% of their net asset value per Share (that is, the value of the Company’s total assets minus its total liabilities, divided by outstanding Shares) determined as of February 21, 2025 or such later date as may be determined by the Fund if the Offer is extended (the “Valuation Date”). The Shares subject to the Offer represent approximately 20% of the outstanding Shares. The Offer, which begins on January 21, 2025, will remain open until 5:00 p.m., Eastern Time, on February 20, 2025 (the “Expiration Date”). The Fund reserves the right to adjust the Valuation Date to correspond to any extension of the Offer. |
| ● | Shareholders of the Fund (the “Shareholders”) may tender all or a portion of their Shares. |
| ● | If a Shareholder tenders Shares and the Fund purchases those Shares, the Fund will effect payment for those Shares in cash promptly after the NAV per Share as of the Valuation Date is finalized. Properly tendered Shares accepted by the Fund for purchase will be cancelled as soon as practicable after the Expiration Date. The Fund will not pay interest on the purchase price for this or any other reason. | |
| ● | If the Fund accepts the tender of any of your Shares, your proceeds will be funded from one or more of the following sources: cash on hand (including cash received from investments in the Fund), borrowings and/or proceeds from the sale of portfolio holdings. | |
| ● | If you elect to tender your Shares, you have the right to change your mind and withdraw your tendered Shares at any time until the Expiration Date or, if such tendered Shares have not been accepted by the Fund, at any time on or after February 20, 2025. If you would like to tender your Shares, you must complete the Letter of Transmittal enclosed with the Offer to Purchase, and return it as instructed in the Letter of Transmittal either (i) to the Transfer Agent, Computershare Trust Company, N.A. by (a) regular mail at P.O. Box 43011, Providence, RI 02940-3011 Attn: Corporate Actions or (b) overnight delivery at 250 Royall Street, Suite V, Canton, MA 02021 Attn: Corporate Actions; or (ii) by requesting that your broker, dealer, commercial bank, trust company or other nominee effect the tender for you. Your properly completed mailed Letter of Transmittal must be received prior to the Expiration Date. If you decide to tender, it is your responsibility to, and the Fund strongly recommends that you do, confirm receipt of your Letter of Transmittal by calling (800) 467-0743, Monday through Friday, except holidays, during normal business hours of 9:00 a.m. to 5:00 p.m. (Eastern Time). All Shareholders tendering Shares should carefully review their Letter of Transmittal and follow the delivery instructions therein. | |
| ● | In all cases, payment for Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Transfer Agent, as specified in the Letter of Transmittal, of a properly completed and duly executed Letter of Transmittal and any other documents required by the Letter of Transmittal. | |
| ● | The value of your Shares will likely change between the most recent time that the NAV was calculated and communicated to you and the Valuation Date (the date when the value of your investment will be determined for purposes of calculating the purchase price of your Shares). | |
| ● | Please note that just as you have the right to withdraw your tender of Shares, the Fund has the right to cancel, amend or postpone this offer at any time on or before the Expiration Date. | |
| ● | Shareholders should be aware that, if they tender Shares pursuant to the Offer, they will not be entitled to receive, with respect to tendered Shares that are accepted for repurchase by the Fund, any Fund dividends or distributions with a record date occurring on or after the date on which the Fund accepts the Shares for repurchase. | |
| ● | Shareholders whose Shares are accepted for repurchase by the Fund in the Offer will retain, with respect to such repurchased Shares, all rights to inspect the books and records of the Fund and to receive financial and other reports relating to the Fund until the payment is made for such repurchased Shares. |
Item 2. Issuer Information
| (a) | The name of the issuer is abrdn Emerging Markets Equity Income Fund, Inc. (the “Fund”). The Fund is a Maryland corporation with its principal executive offices located at 1900 Market Street, Suite 200, Philadelphia, PA 19103 (telephone number (800) 522-5465). The Fund is a non-diversified closed-end fund. The Fund commenced operations on September 27, 1989. |
| (b) | As of the close of business January 13, 2025, there were 50,751,779 shares of the Fund’s common shares of beneficial interest, par value $0.01 per share (the “Shares”), outstanding. Subject to the conditions set forth in the Offer to Purchase, the Fund will purchase up to 10,150,355 Shares that are properly tendered by holders of the Shares (“Shareholders”) and not properly withdrawn as described in the Offer to Purchase (the “Offer Amount”). The Shares subject to the Offer represent approximately 20% of the Fund’s Shares outstanding. |
| (c) | The Shares are traded on the NYSE American under ticker symbol ‘AEF’. |
Item 3. Identify and Background of Filing Person
The name of the filing person (i.e., the Fund and the subject company) is abrdn Emerging Markets Equity Income Fund, Inc. The Fund’s principal executive office is located at 1900 Market Street, Suite 200, Philadelphia, PA 19103 (telephone number (800) 522-5465).
The investment adviser of the Fund is abrdn Investments Limited (in its capacity as such, the Investment Adviser”) is an investment adviser registered under the Investment Advisers Act of 1940, as amended, and regulated in the United Kingdom by the Financial Services Authority. The Investment Adviser's principal business address is 1 George Street, Edinburgh, EH2 2LL.
The members of the Fund’s Board of Directors (the “Board of Directors”) are Steven N. Rappaport, C. William Maher, Rahn Porter, and Nancy Yao. The address of each member of the Board of Directors is c/o abrdn Inc., 1900 Market Street, Suite 200, Philadelphia PA 19103, and the telephone number of each member of the Board of Directors is (215) 405-5700.
The executive officers of the Fund are Christian Pittard, President, Sharon Ferrari, Treasurer and Chief Financial Officer, Megan Kennedy, Secretary, and Joseph Andolina, Chief Compliance Officer. The address of each executive officer is c/o abrdn Inc., 1900 Market Street, Suite 200, Philadelphia PA 19103, and the telephone number of each executive officer is (215) 405-5700.
Item 4. Terms of the Tender Offer
(a) (i) Subject to the conditions set forth in the Offer to Purchase, the Fund will purchase up to 10,150,355 Shares that are tendered by Shareholders by 5:00 p.m., Eastern Time, on February 20, 2025 and not withdrawn as described in Item 4(a)(1)(vi).
(ii) The Fund will purchase Shares for cash at a price equal to 98% of the per Share NAV as of the close of the regular trading session of the NYSE American on the business day immediately after the day the Offer expires. Unless extended, the Offer will expire at 5:00 p.m., Eastern time, on February 20, 2025.
The Fund will pay for Shares properly tendered as soon as practicable after the Expiration Date (unless extended by the Company as described in the Offer to Purchase).
(iii) The Offer will expire at 5:00 p.m., Eastern time on February 20, 2025, unless extended. The Fund may elect at any time to extend the Offer. If the Offer is extended, the Fund will issue a press release announcing the extension.
(iv) Following the close of this Offer, the Fund will commence the measurement period of a 3-year conditional tender offer which will cause the Fund to conduct a one-time tender offer for twenty percent (20%) of its then issued and outstanding Shares 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.
No other purchase offers, except those discussed above, are presently contemplated, but the Board reserves the right to do purchase offers in the future.
(v) The Fund expressly reserves the right, in its sole discretion, at any time and from time to time, to extend the period during which the Offer is open for any reason, including the failure to satisfy any of the conditions, and thereby delay acceptance for payment of, and payment for, any Shares, by giving oral or written notice of such extension to the Depositary (as defined in the Offer to Purchase). There can be no assurance that the Fund will exercise its right to extend the Offer. During any such extension, all Shares previously tendered and not properly withdrawn will remain subject to the Offer, subject to the rights of a tendering shareholder to withdraw such shareholder's Shares. If the Offer is extended, the Fund will issue a press release announcing the extension.
(vi) In accordance with the terms set forth in the Offer to Purchase, at any time prior to the Expiration Date, and, if the Shares have not by then been accepted for payment by the Fund, at any time prior to the earlier of (x) the time of such acceptance or (y) February 20, 2025, any Shareholder may withdraw all, but not less than all, of the Shares that the Shareholder has tendered.
(vii) Shareholders wishing to tender Shares pursuant to the Offer should send or deliver a completed and executed Letter of Transmittal to the Fund, at the address set out on the first page of the Letter of Transmittal. The completed and executed Letter of Transmittal must be received by the Fund by mail or e-mail no later than 5:00 P.M., Eastern time, on February 20, 2025 (or, if the Offer is extended, no later than 5:00 P.M., Eastern time, on the latest applicable Expiration Date).
Any Shareholder tendering Shares pursuant to the Offer may withdraw its tender as described above in Item 4(a)(1)(vi). To be effective, a written notice of withdrawal of Shares tendered for purchase must be timely received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase. Any notice of withdrawal must specify the name(s) of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn (which may not be less than all of the Shares tendered by the shareholder) and, if one or more certificates representing such Shares have been delivered or otherwise identified to the Depositary, the name(s) of the registered owner(s) of such Shares as set forth in such certificate(s) if different from the name(s) of the person tendering the Shares. If one or more certificates have been delivered to the Depositary, then, prior to the release of such certificate(s), the certificate number(s) shown on the particular certificate(s) evidencing such Shares must also be submitted and the signature on the notice of withdrawal must be guaranteed by an Eligible Institution (as defined in the Offer to Purchase).
All questions as to the validity, form and eligibility (including time of receipt) of notices of withdrawal will be determined by the Fund in its sole discretion, which determination shall be final and binding. Shares properly withdrawn will not thereafter be deemed to be tendered for purposes of the Offer. Withdrawn Shares, however, may be re-tendered for purchase by following the procedures described in Section 4 prior to the Expiration Date. Except as otherwise provided in this Section 5, tenders of Shares made pursuant to the Offer will be irrevocable.
(viii) For purposes of the Offer, the Fund will be deemed to have accepted for payment any purchased Shares that are tendered for purchase when, as and if the Fund gives oral or written notice to the Depositary of its acceptance of such Shares for purchase pursuant to the Offer.
(ix) If more than 10,150,355 Shares are duly tendered for purchase pursuant to the Offer (and not timely withdrawn as provided in Item 4(a)(1)(vi)), the Fund, subject to the conditions listed in Section 3 of the Offer to Purchase, will purchase Shares from participating shareholders in accordance with the terms and conditions specified in the Offer, on a pro rata basis (disregarding fractions) based upon the number of Shares duly tendered (and not timely withdrawn) by or on behalf of each shareholder. The Fund does not intend to increase the number of Shares offered for purchase, even if more than 10,150,355 Shares are tendered by all Shareholders in the aggregate.
(x) The purchase of Shares pursuant to the Offer will have the effect of increasing the proportionate interest in the Fund of non-participating Shareholders and reducing the NAV per Share of the Fund. This reduction in the NAV per Share of the Fund will likely cause the ratio of the Fund's expenses to its NAV per Share to increase. Additionally, a reduction in the number of Shares issued and outstanding may reduce the liquidity and the depth of the trading market for Shares.
(xi) Not applicable.
(xii) Reference is made to Section 14 - United States Federal Income Tax Consequences of the Offer to Purchase, which is incorporated herein by reference.
(a) (2) Not applicable.
(b) Any Shares to be purchased from any officer, Director or affiliate of the Fund will be on the same terms and conditions as any other purchase of Shares. To the Fund’s knowledge, none of the officers, Directors, or affiliates (with the exception of any Shareholders of the Fund who may be deemed to be affiliates solely due to their ownership of Shares) of the Company intends to tender Shares in the Offer.
Item 5. Past Contracts, Transactions, Negotiations and Agreements with Respect to the Issuer’s Securities.
(a-d) Not applicable.
(e) Reference to a Conditional Tender Offer is described above in Item 4(a)(1)(vi).
Item 6. Purposes of this Tender Offer and Plans or Proposals
(a-c) In December 2024, the Board of Directors approved a change to the Fund’s non-fundamental 80% investment policy to exclude investments in China. In approving this change, and in compliance with Rule 35d-1 of the Investment Company Act of 1940, as amended (the “1940 Act”), the Board of Directors also approved a change in the name of the Fund to the abrdn Emerging Markets ex-China Fund, Inc., effective February 24, 2025.
In making its decision regarding the Offer; the Board considered: the recommendation of the Investment Adviser; potential costs of the Offer and the potential impact of the Offer on the Fund's asset size and expense ratio; the tax implications to the Fund and its Shareholders of conducting the Offer; the opportunity for liquidity to participating Shareholders provided by the Offer; that the Offer could enable Shareholders to tender a portion of their Shares at a price that is greater than what they could realize in the secondary market at that time; that the Offer is expected to have an accretive impact to NAV for shareholders who remain invested in the Fund; other steps the Board of Directors has taken or might take to address the discount and create additional liquidity; and the possibility that the Offer might reduce the Fund's trading discount on a short-term and long-term basis. The Board of Directors also considered the specific terms of the Offer, including pricing, the level of Fund assets and continued viability of the Fund following a tender offer.
After consideration of each of these factors, and to provide the Shareholders with a source of liquidity for their investments, the Board of Directors, in the exercise of their business judgment, unanimously approved the Offer based on a determination that the Offer is in the best interests of the Fund and all of its Shareholders.
Item 7. Source and Amount of Funds or Other Consideration
(a-b) To pay the aggregate purchase price of Shares accepted for payment pursuant to the Offer, the Fund anticipates that funds will first be derived from any cash on hand and then from the proceeds from the sale of portfolio securities held by the Fund. The selection of which portfolio securities to sell, if any, will be made by the Investment Adviser, taking into account investment merit, relative liquidity and applicable investment restrictions and legal requirements. To the extent the Fund does not have sufficient resources through cash on hand and the disposition of portfolio securities to purchase Shares in the Offer, it may finance a portion of the Offer through a revolving credit facility.
| (c) | The Fund is paying the costs of conducting the Offer, which include the costs of printing and mailing materials to Shareholders, certain legal and filing fees and the fees and expenses of the Depositary and the Information Agent (as defined in the Offer to Purchase). Brokers, dealers or other institutions also may charge fees to a participating Shareholder for processing a purchase request and sending it to the Depositary. |
| (d) | None of the Fund, the Investment Adviser, and the Board of Directors has determined at this time to borrow funds to purchase Shares tendered in connection with the Offer. |
Item 8. Interest in Securities of the Issuer
| (a) | Securities Ownership. The information under the heading “Section 11 – Interests of Directors, Executive Officers and Certain Related Persons” in the Offer to Purchase is incorporated herein by reference. |
Item 9. Persons/Assets Retained, Employed, Compensated or Used.
| (b) | No persons have been employed, retained, or are to be compensated by the Fund to make solicitations or recommendations in connection with the Offer to Purchase. |
Item 10. Financial Information
| (a) | Reference is made to the audited financial statements of the Fund dated December 31, 2023, which were prepared by the Fund and filed with the SEC on Form N-CSR under the 1940 Act on March 11, 2024, and the unaudited financial statements of the Fund dated June 30, 2024, which were prepared by the Fund and filed with the SEC on Form N-CSR under the 1940 Act on September 9, 2024. Such financial statements are incorporated herein by reference in their entirety. |
Reports and other information about the Fund are available on the EDGAR Database on the SEC’s Internet site (www.sec.gov), and copies of this information may be obtained, after paying a duplicating fee, by electronic request at the following E-mail address: publicinfo@sec.gov.
| (b) | Not applicable. |
Item 11. Additional Information
(a) (1) None.
(2) None.
(3) Not applicable.
(4) Not applicable.
(5) None.
(b) Not applicable.
(c) None.
Item 12. Exhibits
| (a)(1)(i) | Offer to Purchase. |
| (a)(1)(ii) | Form of Letter of Transmittal. |
| (a)(1)(iii) | Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. |
| (a)(1)(iv) | Form of Notice of Guaranteed Delivery. |
| (a)(1)(v) | Form of Letter to Clients of Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. |
| (a)(1)(vi) | Form of Letter of Exchange/Transmittal. |
| (a)(2) | None. |
| (a)(3) | Not Applicable. |
| (a)(4) | Not Applicable. |
| (a)(5) | Text of press release issued on January 21, 2025. |
| (d) | None. |
| (g) | None. |
| (h) | None. |
| 107 | Calculation of Filing Fees Table. |
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.
| ABRDN EMERGING MARKETS EQUITY INCOME FUND, INC. | ||
| By: | /s/ Lucia Sitar | |
| Name: Lucia Sitar, Esq. | ||
| Title: Vice President of the Fund | ||
| Dated: January 21, 2025 | ||
EXHIBIT INDEX
EXHIBIT
Exhibit 99.(a)(1)(i)
ABRDN EMERGING MARKETS EQUITY INCOME FUND, INC.
c/o ABRDN INC.
1900 MARKET STREET, SUITE 200
PHILADELPHIA, PA 19103
(800) 522-5465
OFFER TO PURCHASE
FOR CASH UP TO 10,150,355 OF THE ISSUED AND OUTSTANDING SHARES OF
COMMON STOCK
OF
ABRDN EMERGING MARKETS EQUITY INCOME FUND, INC.
AT 98% OF NET ASSET VALUE PER SHARE
THE OFFER TO PURCHASE WILL EXPIRE AT 5:00 P.M., EASTERN TIME
ON FEBRUARY 20, 2025, 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 abrdn Emerging Markets Equity Income Fund, Inc.:
abrdn 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 10,150,355 (approximately 20%) of its issued and outstanding shares of common stock, par value $0.001 per share (the "Shares"). As of January 13, 2025, 50,751,779 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 5:00 p.m., Eastern time on February 20, 2025, 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 January 13, 2025 was $5.78 per Share and the last reported sale price on the NYSE American on such date for a Share was $5.10. Until the Offer expires, NAV quotations can be obtained from EQ 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 January 21, 2025. The Fund mailed this Offer to Purchase and the accompanying Letter of Transmittal to shareholders on or about January 21, 2025.
SUMMARY TERM SHEET
This summary highlights important information concerning this Offer. To understand the Offer fully and for a more complete discussion of its terms and conditions, you should read carefully the entire Offer to Purchase and the related Letter of Transmittal.
What is the Offer?
The Fund is offering to purchase up to 10,150,355 Shares of its common stock (or approximately 20% of the Fund's outstanding stock). The Fund will purchase Shares for cash at a price equal to 98% of the per Share NAV as of the close of the regular trading session of the NYSE American on the business day immediately after the day the Offer expires. Unless extended, the Offer will expire at 5:00 p.m., Eastern time, on February 20, 2025. The Offer is subject to a number of conditions. (See Section 3.)
Will I have to pay anything to participate in the Offer?
The Fund is paying the costs of conducting the Offer, which include the costs of printing and mailing materials to Fund shareholders, certain legal and filing fees, and fees and expenses of the Depositary and the Information Agent. The actual expense per Share tendered by you for purchase, including the expense of effecting the purchase, will depend on a number of factors, including the number of Shares you tender for purchase. Your broker, dealer or other financial intermediary may charge you a fee for processing your purchase request and sending the purchase request to the Depositary. (See Sections 1, 6 and 7.)
Why is the Fund making this Offer?
In December 2024, the Board of Directors (the "Board") approved a change to the Fund's non-fundamental 80% investment policy to exclude investments in China. In approving this change, and in compliance with Rule 35d-1 of the Investment Company Act of 1940, as amended (the "1940 Act"), the Board also approved a change in the name of the Fund to the abrdn Emerging Markets ex-China Fund, Inc., effective February 24, 2025.
In making its decision regarding the Offer; the recommendation of the Investment Adviser (as defined below); potential costs of the Offer and the potential impact of the Offer on the Fund's asset size and expense ratio; the tax implications to the Fund and its shareholders of conducting the Offer; the opportunity for liquidity to participating shareholders provided by the Offer; that the Offer could enable shareholders to tender a portion of their Shares at a price that is greater than what they could realize in the secondary market at that time; that the Offer is expected to have an accretive impact to NAV for shareholders who remain invested in the Fund; other steps the Board has taken or might take to address the discount and create additional liquidity; and the possibility that the Offer might reduce the Fund's trading discount on a short-term and long-term basis. The Board also considered the specific terms of the Offer, including pricing, the level of Fund assets and continued viability of the Fund following a tender offer.
After consideration of each of these factors, and to provide the Fund shareholders with a source of liquidity for their investments, the Board members, in the exercise of their business judgment, unanimously approved the Offer based on a determination that the Offer is in the best interests of the Fund and all of its shareholders.
When will the Offer expire, and may the Offer be extended?
The Offer will expire at 5:00 p.m., Eastern time on February 20, 2025, unless extended. The Fund may elect at any time to extend the Offer. If the Offer is extended, the Fund will issue a press release announcing the extension. (See Section 16.)
What is the NAV per Share as of a recent date?
As of January 13, 2025, the NAV per Share was $5.78 and the last reported sales price on the NYSE American for a Share of the Fund's common stock was $5.10. (See Section 9 for more information regarding the trading range of Shares and the Fund's NAV per Share during the past four years.) Before the Offer expires, NAV quotations can be obtained from the Information Agent by calling (800) 467-0743 between 9:00 a.m. and 5:00 p.m., Eastern time, Monday through Friday (except holidays). (See Section 1.)
i
Will the Fund's NAV per Share be higher or lower on the date that the price to be paid for purchased Shares is to be determined?
No one can accurately predict the Fund's NAV per Share at a future date. (See Section 8.)
How do I participate in the Offer?
To participate in the Offer, you must follow the procedures set forth in Section 4 and in the Letter of Transmittal that accompanies this Offer to Purchase. If your Shares are registered in your name, you should obtain the tender offer materials, including this Offer to Purchase and the related form of Letter of Transmittal, read them, and if you should decide to tender, complete a Letter of Transmittal and submit any other documents required by the Letter of Transmittal. These materials must be received by the Depositary in proper form before the Expiration Date (unless the Offer is extended by the Fund in which case the new deadline will be as stated in the public announcement of the extension). If your Shares are held by a broker, dealer, commercial bank, trust company or other nominee, you should contact that firm to obtain the package of information necessary to make your decision, and you can only tender your Shares by directing that firm to complete, compile and deliver the necessary documents for submission to the Depositary. You must also submit required documentation to establish that you are not subject to U.S. federal income tax backup withholding as described in Section 14. Neither the Fund nor the Depositary is under any obligation to notify shareholders of any errors or incomplete information in their submissions. Any deficiencies in a shareholder's submission may result in the shareholder's Shares not being accepted for purchase and being returned to the shareholder following the expiration of the Offer. (See Section 4.)
Must I tender all of my Shares for purchase?
No. You may tender for purchase all or part of the Shares you own. (See Section 1.)
May I withdraw my Shares after I have tendered them for purchase and, if so, by when must I do so?
Yes, you may withdraw your Shares at any time prior to 5:00 p.m., Eastern time on February 20, 2025 or, if the Offer is extended, at any time prior to the new expiration time and date as extended. In order for your withdrawal to be effective, the Depositary must receive your notice of withdrawal prior to the expiration of the Offer at one of the addresses listed on the back cover of this Offer to Purchase. You may re-tender withdrawn Shares by following the purchase procedures before the Offer expires, including during any extension period. In addition, if the Fund has not accepted for payment Shares you tendered, you may withdraw your tendered Shares at any time until the earlier of February 20, 2025 or their acceptance for payment. (See Section 5.)
How do I withdraw previously tendered Shares?
A notice of withdrawal of tendered Shares must be timely received by the Depositary specifying the name of the participating shareholder, the number of Shares being withdrawn (which must be all of the Shares tendered) and, as to Share certificates representing tendered Shares that have been delivered or otherwise identified to the Depositary, the name of the registered owner of such Shares if different from the person that tendered the Shares. (See Section 5.)
May I place any conditions on my tender of Shares?
No. (See Section 4.)
What if more than 10,150,355 Shares are tendered and not timely withdrawn?
The Fund is offering to purchase up 10,150,355 Shares. If shareholders tender (and do not timely withdraw) more than 10,150,355 Shares, the Fund will purchase duly tendered Shares from participating shareholders on a pro rata basis, disregarding fractions, based upon the number of Shares each shareholder tenders for purchase and does not timely withdraw. The Fund does not intend to increase the number of Shares that it is offering to purchase, even if shareholders tender more than 10,150,355 Shares. (See Section 1.)
If the Fund accepts my Shares for purchase, when will payment be made?
The Fund will pay for Shares properly tendered as soon as practicable after the Expiration Date. (See Section 6.)
ii
Does the Fund have the financial resources to make payment?
Yes. To finance the purchase of tendered Shares, the Fund anticipates that funds will first be derived from any cash on hand and then from the proceeds from the sale of portfolio securities held by the Fund. To the extent the Fund does not have sufficient resources through cash on hand and the disposition of portfolio securities to purchase Shares in the Offer, it may finance a portion of the Offer through a revolving credit facility. (See Section 7.)
Is the purchase of my Shares in the Offer a taxable transaction?
It is anticipated that the purchase of Shares tendered by shareholders for cash will be a taxable transaction for U.S. federal income tax purposes. All U.S. shareholders (other than tax-exempt shareholders) who sell Shares in the tender offer are expected to recognize gain or loss for U.S. federal income tax purposes equal to the difference between the cash they receive for the Shares sold and their adjusted basis in the Shares. The sale date for tax purposes will be the date the Fund accepts Shares for purchase. Participating shareholders may also be subject to additional U.S. federal taxation under certain circumstances. See Section 14 for a general summary of the material U.S. federal income tax consequences of a purchase of Shares pursuant to the Offer and the differing rules for U.S. and non-U.S. shareholders. Please consult your tax adviser regarding your specific tax consequences, including potential state, local and foreign tax consequences. (See Section 14.)
Upon expiration of the Offer, will the Fund complete the Offer and purchase all Shares tendered up to the number of Shares tendered for?
Yes, unless any conditions described in Section 3 are not satisfied. However, if more than 10,150,355 Shares are duly tendered for purchase pursuant to the Offer (and not withdrawn as provided for in Section 5), the Fund, subject to the conditions described in Section 3, will purchase Shares from participating shareholders in accordance with the terms and conditions specified in the Offer on a pro rata basis (disregarding fractions) based upon the number of Shares duly tendered (and not timely withdrawn) by or on behalf of each participating shareholder. The Fund also has the right to amend or terminate the Offer prior to the time the Offer expires. (See Sections 3 and 16.)
Is there any reason Shares tendered for purchase would not be accepted?
In addition to those circumstances described under Section 3 in which the Fund is not required to purchase tendered Shares, the Fund reserves the right to reject any and all tendered Shares determined by the Fund not to have been tendered in the appropriate form. The Fund may reject tendered Shares if, for instance, the Letter of Transmittal does not include original signature(s) or the original of any required signature guarantee(s). (See Section 4.)
How will tendered Shares be accepted for purchase by the Fund?
Properly tendered Shares, up to the number offered, will be accepted for purchase by the Fund by a notice of acceptance to the Depositary, which will thereafter make payment as directed by the Fund with funds to be deposited with it by the Fund as soon as practicable after the expiration of the Offer. (See Section 4.)
What should I do if I decide not to tender my Shares for purchase?
Nothing. There are no actions that you need to take.
Does the Fund's management recommend that shareholders participate in the Offer, and will management participate in the Offer?
None of the Fund, the Board or the Investment Adviser (defined below) is making any recommendation to the Fund's shareholders regarding whether to tender Shares in the Offer. None of the Fund's directors intends to tender for purchase in the Offer any of the Shares they beneficially own.
Will there be additional opportunities to tender my Shares to the Fund?
No other purchase offers are presently contemplated except as described in Section 2.
How do I obtain more information?
Questions, requests for assistance and requests for additional copies of the Offer to Purchase, the Letter of Transmittal and all other Offer documents should be directed to the Information Agent toll free at (800) 467-0743. If you do not own Shares directly, you should obtain this information and the documents from your broker, dealer, commercial bank, trust company or other nominee, as appropriate.
iii
IMPORTANT INFORMATION
Shareholders who desire to participate in the Offer should either: (a) properly complete and sign the Letter of Transmittal, provide thereon the original of any required signature guarantee(s) and mail or deliver it together with the Shares, if any (in proper form), and all other documents required by the Letter of Transmittal; or (b) request their broker, dealer, commercial bank, trust company or other nominee to effect the transaction on their behalf. Shareholders whose Shares are registered in the name of such a brokerage firm or other financial intermediary must contact that firm to instruct the firm to participate in the Offer on their behalf. Participating shareholders may be charged a fee by their brokerage firm or other financial intermediary for processing the documentation required to participate in the Offer on their behalf and may incur other expenses, including as described in this Offer to Purchase. The Fund reserves the absolute right to reject tenders determined not to be tendered in appropriate form. Transfer and delivery requirements are further detailed in the Letter of Transmittal. (See Sections 4 and 6.)
IF YOU DO NOT WISH TO TENDER YOUR SHARES, YOU NEED NOT TAKE ANY ACTION. NONE OF THE FUND, THE BOARD OF DIRECTORS (THE "BOARD") OR ABRDN INVESTMENTS LIMITED("ABRDN"), THE FUND'S INVESTMENT ADVISER (THE "INVESTMENT ADVISER"), MAKES ANY RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES FOR PURCHASE. NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION ON BEHALF OF THE FUND, THE BOARD OR THE INVESTMENT ADVISER AS TO WHETHER SHAREHOLDERS SHOULD TENDER SHARES FOR PURCHASE PURSUANT TO THE OFFER OR TO MAKE ANY REPRESENTATION OR TO GIVE ANY INFORMATION IN CONNECTION WITH THE OFFER OTHER THAN AS CONTAINED OR DESCRIBED HEREIN OR IN THE LETTER OF TRANSMITTAL. IF MADE OR GIVEN, ANY SUCH RECOMMENDATION, REPRESENTATION OR INFORMATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND, THE BOARD OR THE INVESTMENT ADVISER. SHAREHOLDERS ARE URGED TO EVALUATE CAREFULLY ALL INFORMATION IN THE OFFER, CONSULT THEIR OWN INVESTMENT AND TAX ADVISERS AND MAKE THEIR OWN DECISIONS WHETHER TO TENDER OR REFRAIN FROM TENDERING THEIR SHARES FOR PURCHASE IN THE OFFER.
THE FUND HAS FILED WITH THE COMMISSION A TENDER OFFER STATEMENT ON SCHEDULE TO (TOGETHER WITH ALL EXHIBITS THERETO, "SCHEDULE TO") UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE "EXCHANGE ACT"), RELATING TO THE OFFER.
The date of this Offer to Purchase is January 21, 2025.
iv
TABLE OF CONTENTS
|
1. |
Price; Number of Shares. |
1 |
|||||||||
|
2. |
Purpose of the Offer; Plans or Proposals of the Fund. |
1 |
|||||||||
|
3. |
Certain Conditions of the Offer. |
2 |
|||||||||
|
4. |
Procedures for Tendering Shares for Purchase. |
3 |
|||||||||
|
5. |
Withdrawal Rights. |
6 |
|||||||||
|
6. |
Payment for Shares. |
7 |
|||||||||
|
7. |
Source and Amount of Consideration. |
7 |
|||||||||
|
8. |
Effects of the Offer; Consequences of Participation. |
8 |
|||||||||
|
9. |
Price Range of Shares; Dividends/Distributions. |
8 |
|||||||||
|
10. |
Selected Financial Information. |
9 |
|||||||||
|
11. |
Interests of Directors, Executive Officers and Certain Related Persons. |
13 |
|||||||||
|
12. |
Certain Information About the Fund. |
14 |
|||||||||
|
13. |
Additional Information. |
14 |
|||||||||
|
14. |
United States Federal Income Tax Consequences. |
14 |
|||||||||
|
15. |
Certain Legal Matters; Regulatory Approvals. |
16 |
|||||||||
|
16. |
Amendments; Extension of Purchase Period; Termination. |
17 |
|||||||||
|
17. |
Miscellaneous. |
17 |
|||||||||
v
FINANCIAL HIGHLIGHTS OF THE FUND
The following table includes per-Share performance data for a Share of the Fund, total investment return, ratios of expenses and net investment income or loss to average net assets and other supplemental data for each period indicated. This information has been derived from information provided in the financial statements and market price data for Shares of the Fund.
|
June 30, 2024 |
December 31, 2023 |
December 31, 2022 |
|||||||||||||
|
Per Share Operating Performance(a): |
|||||||||||||||
|
Net asset value per common share, beginning of year |
$ |
5.96 |
$ |
5.78 |
$ |
8.70 |
|||||||||
|
Net investment income |
0.05 |
0.07 |
0.12 |
||||||||||||
|
Net realized and unrealized gains/(losses) on investments and foreign currency transactions |
0.30 |
0.50 |
(2.60 |
) |
|||||||||||
|
Total from investment operations applicable to common shareholders |
0.35 |
0.57 |
(2.48 |
) |
|||||||||||
|
Distributions to common shareholders from: |
|||||||||||||||
|
Net investment income |
(0.19 |
) |
(0.06 |
) |
(0.13 |
) |
|||||||||
|
Return of capital |
— |
(0.33 |
) |
(0.31 |
) |
||||||||||
|
Total distributions |
(0.19 |
) |
(0.39 |
) |
(0.44 |
) |
|||||||||
|
Net asset value per common share, end of year |
$ |
6.12 |
$ |
5.96 |
$ |
5.78 |
|||||||||
|
Market value, end of year |
$ |
5.28 |
$ |
5.11 |
$ |
5.15 |
|||||||||
|
Total Investment Return Based on(b): |
|||||||||||||||
|
Market value |
7.13 |
% |
7.12 |
% |
(29.76 |
%) |
|||||||||
|
Net asset value |
6.46 |
% |
11.32 |
% |
(28.23 |
%) |
|||||||||
|
Ratio to Average Net Assets/Supplementary Data: |
|||||||||||||||
|
Net assets, end of period (000 omitted) |
$ |
310,810 |
$ |
302,501 |
$ |
293,167 |
|||||||||
|
Average net assets applicable to common shareholders (000 omitted) |
$ |
302,434 |
$ |
301,746 |
$ |
335,898 |
|||||||||
|
Total expenses, net of fee waivers |
1.99 |
%(c) |
2.14 |
% |
1.65 |
% |
|||||||||
|
Total expenses, excluding fee waivers |
2.08 |
%(c) |
2.24 |
% |
1.74 |
% |
|||||||||
|
Total expenses, excluding taxes and interest and revolving credit facility expenses, net of fee waivers |
1.20 |
%(c) |
1.20 |
% |
1.20 |
% |
|||||||||
|
Net investment income |
1.54 |
%(c) |
1.15 |
% |
1.83 |
% |
|||||||||
|
Portfolio turnover |
21 |
%(d) |
25 |
% |
32 |
% |
|||||||||
|
Senior securities (loan facility) outstanding (000 omitted) |
$ |
35,000 |
$ |
35,000 |
$ |
55,000 |
|||||||||
|
Asset coverage ratio on revolving credit facility at year end |
988 |
% |
964 |
% |
633 |
% |
|||||||||
|
Asset coverage per $1,000 on revolving credit facility at year end(e) |
$ |
9,880 |
$ |
9,643 |
$ |
6,330 |
|||||||||
(a) Based on average shares outstanding.
(b) Total investment return based on market value is calculated assuming that shares of the Fund's common stock were purchased at the closing market price as of the beginning of the period, dividends, capital gains, and other distributions were reinvested as provided for in the Fund's dividend reinvestment plan and then sold at the closing market price per share on the last day of the period. The computation does not reflect any sales commission investors may incur in purchasing or selling shares of the Fund. The total investment return based on the net asset value is similarly computed except that the Fund's net asset value is substituted for the closing market value.
(c) Annualized.
(d) Not annualized.
(e) Asset coverage ratio is calculated by dividing net assets plus the amount of any borrowings, for investment purposes by the amount of the Revolving Credit Facility.
10
SUMMARY OF SELECTED FINANCIAL INFORMATION OF THE FUND
For the Periods Indicated Below
STATEMENT OF OPERATIONS
|
For the Year Ended December 31, 2023 |
For the Year Ended December 31, 2022 |
||||||||||
|
Net Investment Income |
|||||||||||
|
Income |
|||||||||||
|
Dividends and other income (net of foreign withholding taxes of $1,110,811 and $1,097,246, respectively) |
$ |
9,922,538 |
$ |
11,675,957 |
|||||||
|
Total Investment Income |
9,922,538 |
11,675,957 |
|||||||||
|
Expenses |
|||||||||||
|
Investment management fee |
3,738,949 |
2,937,186 |
|||||||||
|
Directors' fees and expenses |
254,250 |
243,000 |
|||||||||
|
Administration fee |
241,396 |
268,719 |
|||||||||
|
Custodian's fees and expenses |
188,189 |
375,200 |
|||||||||
|
Legal fees and expenses |
109,246 |
82,184 |
|||||||||
|
Investor relations fees and expenses |
101,438 |
106,954 |
|||||||||
|
Independent auditors' fees and expenses |
76,110 |
75,131 |
|||||||||
|
Reports to shareholders and proxy solicitation |
72,485 |
81,777 |
|||||||||
|
Insurance Expense |
62,729 |
64,836 |
|||||||||
|
Transfer agent's fees and expenses |
33,425 |
35,006 |
|||||||||
|
Miscellaneous |
101,839 |
70,091 |
|||||||||
|
Total expenses before reimbursed/waived expenses |
3,905,073 |
4,340,084 |
|||||||||
|
Interest expense |
2,843,807 |
1,500,331 |
|||||||||
|
Total operating expenses before reimbursed/waiver expense |
6,748,880 |
5,840,415 |
|||||||||
|
Expenses waived |
(284,122 |
) |
(309,304 |
) |
|||||||
|
Net expenses |
6,464,758 |
5,531,111 |
|||||||||
|
Net Investment Income |
3,457,780 |
6,144,846 |
|||||||||
|
Net Realized/Unrealized Gain/(Loss) from Investments and Foreign Currency Related Transactions: |
|||||||||||
|
Net realized gain/(loss) from: |
|||||||||||
|
Investment transactions (including $305,257 and $316,435 foreign capital gains tax, respectively) |
(15,302,136 |
) |
(21,008,793 |
) |
|||||||
|
Foreign currency transactions |
(148,869 |
) |
(220,062 |
) |
|||||||
|
(15,451,005 |
) |
(21,228,855 |
) |
||||||||
|
Net change in unrealized appreciation/(depreciation) on: |
|||||||||||
|
Investments (including change in deferred capital gains tax of $788,515 AND $668,387, respectively) |
41,122,663 |
(110,997,859 |
) |
||||||||
|
Foreign currency translation |
(2,641 |
) |
3,624 |
||||||||
|
41,120,022 |
(110,994,235 |
) |
|||||||||
|
Net realized and unrealized gain/(loss) from investments and foreign currency related transactions |
25,669,017 |
(132,223,090 |
) |
||||||||
|
Change in Net Assets Resulting from Operations |
$ |
29,126,797 |
$ |
(126,078,244 |
) |
||||||
11
STATEMENT OF ASSETS AND LIABILITIES OF THE FUND
|
For the Year Ended December 31, 2023 |
For the Year Ended December 31, 2022 |
||||||||||
|
Assets |
|||||||||||
|
Investments, at value (investment cost $347,125,385 and $398,926,439, respectively) |
$ |
340,255,163 |
$ |
350,145,039 |
|||||||
|
Short-term investment, at value (cost $4,102,967 and $4,014,113, respectively) |
4,102,967 |
4,014,113 |
|||||||||
|
Foreign currency, at value (cost $155,055 and $335,365, respectively)) |
152,806 |
346,873 |
|||||||||
|
Due from broker |
— |
258,666 |
|||||||||
|
Receivable for investments sold |
53,178 |
20,515 |
|||||||||
|
Interest and dividends receivable |
541,422 |
140,964 |
|||||||||
|
Tax reclaim receivable |
53,107 |
59,012 |
|||||||||
|
Prepaid expenses in connection with revolving credit facility |
5,396 |
12,139 |
|||||||||
|
Prepaid expenses |
58,115 |
70,497 |
|||||||||
|
Total assets |
345,222,154 |
355,067,818 |
|||||||||
|
Liabilities |
|||||||||||
|
Revolving credit facility payable |
35,000,000 |
55,000,000 |
|||||||||
|
Distributions payable |
4,567,660 |
4,567,660 |
|||||||||
|
Deferred foreign capital gains tax |
2,098,719 |
1,310,203 |
|||||||||
|
Investment advisory fees payable |
633,202 |
501,658 |
|||||||||
|
Director fees payable |
59,062 |
62,250 |
|||||||||
|
Administration fees payable |
57,924 |
57,415 |
|||||||||
|
Interest payable on revolving credit facility |
43,734 |
99,621 |
|||||||||
|
Investor relations fees payable |
30,821 |
32,200 |
|||||||||
|
Other accrued expenses |
230,201 |
269,583 |
|||||||||
|
Total liabilities |
41,721,323 |
61,900,590 |
|||||||||
|
Net Assets |
$ |
302,500,831 |
$ |
293,167,228 |
|||||||
|
Common stock (par value $.001 per share) |
$ |
50,752 |
$ |
50,752 |
|||||||
|
Paid-in capital in excess of par |
401,622,695 |
418,367,290 |
|||||||||
|
Distributable earnings (accumulated loss) |
(99,172,616 |
) |
(125,250,814 |
) |
|||||||
|
Net Assets |
$ |
302,500,831 |
$ |
293,167,228 |
|||||||
|
Net asset value per share based on 51,751,778 shares issued and outstanding |
$ |
5.96 |
$ |
5.78 |
|||||||
12
11. Interests of Directors, Executive Officers and Certain Related Persons.
Beneficial Ownership of Directors and Officers
Information, as of particular dates, concerning the Fund's directors and executive officers, their remuneration, any material interest of such persons in transactions with the Fund and other matters, is required to be disclosed in proxy statements distributed to the Fund's shareholders and filed with the Commission. The table below sets forth the number of Shares and percentage of outstanding Shares beneficially owned by the directors and officers of the Fund as of December 31, 2024.
|
Name and Position(1) |
Number of Shares |
Beneficially Owned |
|||||||||
|
C. William Maher, Director |
15,235 |
0.03 |
% |
||||||||
|
Rahn Porter, Director |
13,769 |
0.03 |
% |
||||||||
|
Steven Rappaport, Director |
114,954 |
0.23 |
% |
||||||||
|
Nancy Yao, Director |
1,000 |
0.00 |
% |
||||||||
|
Alan Goodson, President |
0 |
— |
|||||||||
|
Katie Gebauer, Vice President |
0 |
— |
|||||||||
|
Heather Hasson, Vice President |
0 |
— |
|||||||||
|
Robert Hepp, Vice President |
0 |
— |
|||||||||
|
Devan Kaloo, Vice President |
0 |
— |
|||||||||
|
Andrew Kim, Vice President |
0 |
— |
|||||||||
|
Michael Marsico, Vice President |
0 |
— |
|||||||||
|
Christian Pittard, Vice President |
0 |
— |
|||||||||
|
Nick Robinson, Vice President |
0 |
— |
|||||||||
|
Kolotioloma Silue, Vice President |
0 |
— |
|||||||||
|
Lucia Sitar, Vice President |
0 |
— |
|||||||||
|
Michael Taggart, Vice President |
0 |
— |
|||||||||
|
Joseph Andolina, Chief compliance Officer and Vice President Compliance |
0 |
— |
|||||||||
|
Sharon Ferrari, Treasurer & Vice President |
0 |
— |
|||||||||
(1) The business address and telephone number of each named director and executive officer is c/o abrdn Emerging Markets Equity Income Fund, Inc., 1900 Market Street, Suite 200, Philadelphia, PA 19103 (telephone number (215) 405-5700).
Neither the Fund nor, to the best of the Fund's knowledge, any of the Fund's directors or officers, or associates of any of the foregoing, has effected any transaction in the Shares, except for dividend reinvestments, during the past 60 days. Except as set forth in this Offer to Purchase, neither the Fund nor, to the best of the Fund's knowledge, any of the Fund's directors or officers, is a party to any agreement, arrangement, understanding or relationship, whether or not legally enforceable, with any other person with respect to any securities of the Fund, including, but not limited to, any agreement, arrangement, understanding, or relationship concerning the transfer or the voting of any such securities, joint ventures, loan or option arrangements, puts or calls, guaranties of loans, guaranties against loss or the giving or withholding of proxies, consents or authorizations. Except as set forth in this Offer to Purchase, there is no present or proposed material agreement, arrangement, understanding or relationship with respect to the Offer between the Fund and any of its executive officers, directors, controlling persons or subsidiaries. Based upon information provided or available to the Fund, no director, officer or affiliate of the Fund intends to tender Shares for purchase pursuant to the Offer.
Open Market Repurchase Program
The Board had previously authorized, but did not require, Fund management to make open market purchases from time to time in an amount up to 10% of the Fund's outstanding shares, in accordance with Rule 10b-18 under the Exchange Act and other applicable federal securities laws. Such purchases may be made when, in the reasonable judgment of Fund management, such repurchases may enhance shareholder value. During the fiscal years ended December 31, 2024 and December 31, 2023, the Fund did not repurchase shares through this program.
13
12. Certain Information About the Fund.
The Fund is a Maryland corporation with its principal executive offices located at 1900 Market Street, Suite 200, Philadelphia, PA 19103 (telephone number (215) 405-5700). The Fund is a closed-end fund. The Fund commenced operations on September 27, 1989. As a closed-end investment company, the Fund differs from an open-end investment company (i.e., a mutual fund) in that it does not redeem its Shares at the election of a shareholder. The Fund's investment objective is to seek to provide both current income and long-term capital appreciation. Under normal market conditions, at least 80% of the Fund's net assets, plus any borrowings for investment purposes, will be invested in emerging markets equity securities.
The Investment Adviser is an investment adviser registered under the Investment Advisers Act of 1940, as amended (the "Advisers Act"), and regulated in the United Kingdom by the Financial Services Authority. The Fund has entered into an advisory agreement with abrdn pursuant to which abrdn provides investment advisory and portfolio management services to the Fund and is responsible for its overall management. The Investment Adviser's principal business address is 1 George Street, Edinburgh, EH2 2LL.
abrdn is a direct wholly owned subsidiary of abrdn PLC ("abrdn PLC").
As of December 31, 2024, to the knowledge of the Fund based on public filings, no person beneficially owned more than 5% of the voting securities of any class of securities of the Fund, except for the following:
|
Shareholder Name & Address |
Class of Shares |
Share Holdings |
Percentage Owned |
||||||||||||
|
City of London Investment Management Company Limited 77Gracechurch Street London X0 EC3V0AS |
Common Shares |
20,124,264 |
39.7 |
% |
|||||||||||
|
Allspring Global Investments LLC 1415 Vantage Park Drive, 3rd Floor Charolette, NC 28203 |
Common Shares |
5,366,325 |
10.6 |
% |
|||||||||||
|
1607 Capital Partners LLC 13 S. 13th Street, Suite 400 Richmond, VA 23219 |
Common Shares |
3,461,298 |
6.8 |
% |
|||||||||||
During the past sixty (60) days, the Fund has not issued any Shares to the Investment Adviser, Directors or officers of the Fund. Except as previously disclosed in the Fund's filings with the SEC, there have been no other transactions in Shares effected during the past sixty (60) days by the Fund, the Investment Adviser, or any Director or executive officer of the Fund, or any person controlling the Fund or the Investment Adviser.
13. Additional Information.
The Fund has filed with the Commission a Schedule TO, which provides additional information relating to the Offer. You may inspect and obtain a copy of Schedule TO at the prescribed rates at the Commission's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Copies of Schedule TO may also be obtained by mail at the prescribed rates from the Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. The Fund's filings are also available to the public on the Commission's website at www.sec.gov.
14. United States Federal Income Tax Consequences.
The following discussion is a general summary of the U.S. federal income tax consequences to participating shareholders. The U.S. federal income tax consequences of participation in the Offer can vary depending on a shareholder's circumstances. Shareholders should consult their own tax advisers with respect to the tax consequences of a purchase of Shares pursuant to the Offer, including the application of foreign, state and local income tax laws.
A. U.S. Shareholders. It is anticipated that shareholders (other than tax-exempt persons) who are citizens and/or residents of the U.S., corporations or partnerships (or certain other entities that are treated as corporations or partnerships for United States federal income tax purposes) created or organized in or under the laws of the U.S. or any State thereof or the District of Columbia, estates the income of which is subject to U.S. federal income taxation regardless of the source of such income, and trusts if a court within the
14
United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust ("U.S. Shareholders"), and who sell Shares pursuant to the Offer will generally recognize gain or loss for U.S. federal income tax purposes equal to the difference between the amount of cash they receive pursuant to the Offer and their adjusted tax basis in the Shares sold. The sale date for tax purposes will be the date the Fund accepts Shares for purchase. This gain or loss will be capital gain or loss if the Shares sold are held by the tendering U.S. Shareholder at the time of sale as capital assets and will be treated as either long-term or short-term if the Shares have been held at that time for more than one year or for one year or less, respectively. Any such long-term capital gain realized by a non-corporate U.S. Shareholder will be taxed at a maximum rate of 20%. This U.S. federal income tax treatment, however, is based on the assumption that not all shareholders will tender their Shares pursuant to the Offer and that the continuing ownership interest in the Fund of each tendering shareholder (including Shares constructively owned by such tendering shareholder pursuant to the provisions of Section 318 of the Code) will be sufficiently reduced to qualify the sale as a sale rather than a distribution for U.S. federal income tax purposes. It is therefore possible that the cash received for the Shares purchased by the Fund would be taxable as a distribution by the Fund, rather than as a gain from the sale of the Shares. In that event, the cash received by a U.S. Shareholder will be taxable as a dividend (i.e., as ordinary income) to the extent of the U.S. Shareholder's allocable share of the Fund's current or accumulated earnings and profits, with any excess of the cash received over the portion so taxable as a dividend constituting a non-taxable return of capital to the extent of the U.S. Shareholder's tax basis in the Shares sold and with any remaining excess of such cash being treated as either long-term or short-term capital gain from the sale of the Shares (if the Shares are held as capital assets) depending on how long they were held by the U.S. Shareholder. If cash received by a U.S. Shareholder is taxable as a dividend, the shareholder's tax basis in the purchased Shares will be added to the tax basis of the remaining Shares held by the shareholder. A portion of the amount that is treated as a dividend may qualify for the corporate dividends-received deduction (for corporate shareholders) or as "qualified dividend income" (for certain non-corporate shareholders), depending on the sources of the Fund's income. In addition, if a tender of Shares is treated as a distribution to a tendering shareholder, a constructive dividend under Section 305(c) of the Code may result to a non-tendering shareholder whose proportionate interest in the Fund has been increased by such tender.
Certain individuals, estates and trusts are generally subject to a 3.8% Medicare contribution tax on their net investment income if their income exceeds certain threshold amounts. For these purposes, "net investment income" generally includes, among other things, (i) distributions paid by the Fund of net investment income and capital gains, and (ii) any net gain from the sale, exchange or other taxable disposition of Shares of the Fund.
i. Characterization of the Purchase as a Sale or Exchange. For U.S. federal income tax purposes, a purchase of Shares pursuant to the Offer will be treated as a taxable sale or exchange of the Shares if, after the application of certain constructive ownership rules, the tender completely terminates the shareholder's interest in the Fund, is treated as a distribution that is "substantially disproportionate" or is treated as a distribution that is "not essentially equivalent to a dividend." For this purpose, a "substantially disproportionate" purchase is one that reduces the shareholder's percentage voting interest in the Fund by more than 20% and after which the shareholder owns a less-than-50% voting interest in the Fund. Also for this purpose, a purchase is "not essentially equivalent to a dividend" if it results in a "meaningful reduction" of a shareholder's percentage interest in the Fund. Whether a reduction is "meaningful" depends on a shareholder's particular facts and circumstances. If the transaction is treated as a sale or exchange for tax purposes, the difference between (i) the sum of the value of any cash received and (ii) the participating shareholder's basis in the Shares purchased will be taxed as a capital gain or loss by shareholders who hold their Shares as a capital asset and as a long-term capital gain or loss if such Shares have been held for more than one year. All or a portion of any loss realized upon a taxable disposition of Shares will be disallowed if other Shares of the Fund are purchased 30 days before or after the disposition. In such a case, the basis of the newly purchased Shares will be adjusted to reflect the disallowed loss.
ii. Possible Characterization of the Purchase as a Distribution to Both Participating and Non-Participating Shareholders. If a purchase of Shares does not qualify for sale or exchange treatment, the proceeds received by a shareholder may be taxed as a dividend to the extent of the tendering shareholder's allocable share of the Fund's earnings and profits, and thereafter as a nontaxable return of capital to the extent of the shareholder's basis in the Shares. Any proceeds in excess of the shareholder's basis in the
15
Shares will be taxable as capital gain. In addition, if any amounts received are treated as a dividend to participating shareholders, there is a risk that both the non-participating and the participating shareholders whose percentage interests in the Fund increase may be considered to have a deemed distribution to the extent that their proportionate interests in the Fund increase as a result of the purchase, and all or a portion of that deemed distribution may be taxable as a dividend (with the same treatment to the extent of the Fund's earnings and profits and the shareholder's basis in the Shares, as described above). Such dividend treatment will not apply, however, if the tender is treated as an "isolated redemption" within the meaning of the Treasury regulations.
Under the "wash sale" rules under the Code, loss recognized on Shares sold pursuant to the Offer will ordinarily be disallowed to the extent the U.S. Shareholder acquires Shares within 30 days before or after the date the tendered Shares are purchased pursuant to the Offer and, in that event, the basis and holding period of the Shares acquired will be adjusted to reflect the disallowed loss.
B. Non-U.S. Shareholders. The U.S. federal income taxation of a Non-U.S. Shareholder (i.e., any shareholder that is not a U.S. Shareholder as defined above) on a sale of Shares pursuant to the Offer depends on whether such transaction is "effectively connected" with a trade or business carried on in the U.S. by the Non-U.S. Shareholder as well as the tax characterization of the transaction as either a sale of the Shares or a distribution by the Fund, as discussed above for U.S. Shareholders. If the sale of Shares pursuant to the Offer is not so effectively connected and if, as anticipated for most U.S. Shareholders, it gives rise to taxable gain or loss, any gain realized by a Non-U.S. Shareholder upon the tender of Shares pursuant to the Offer will not be subject to U.S. federal income tax or to any U.S. withholding tax, provided, however, that such a gain will be subject to U.S. federal income tax at the rate of 30% (or such lower rate as may be applicable under a tax treaty) if the Non-U.S. Shareholder is a non-resident alien individual who is physically present in the United States for more than 182 days during the taxable year of the sale. If, however, the cash received by a tendering Non-U.S. Shareholder is treated for U.S. tax purposes as a distribution by the Fund, the portion of the distribution treated as a dividend to the Non-U.S. Shareholder would be subject to a U.S. withholding tax at the rate of 30% (or such lower rate as may be applicable under a tax treaty) if the dividend does not constitute effectively connected income. If the amount realized on the tender of Shares by a Non-U.S. Shareholder is effectively connected income, regardless of whether the tender is characterized as a sale or as giving rise to a distribution from the Fund for U.S. federal income tax purposes, the transaction will be treated and taxed in the same manner as if the Shares involved were tendered by a U.S. Shareholder.
C. Backup Withholding. Backup withholding tax at a rate of 24% may be imposed on the gross proceeds paid to a participating shareholder if that shareholder fails to properly furnish the Fund with a correct taxpayer identification number, has underreported dividend or interest income or fails to certify to the Fund that he is not subject to such withholding. In order to avoid the need for backup withholding, all participating U.S. Shareholders are required to provide the Depositary with a properly completed IRS Form W-9. Participating Non-U.S. Shareholders are required to provide the Depositary with a properly completed IRS Form W-8BEN, or another type of Form W-8 appropriate to the particular Non-U.S. Shareholder. Failure to provide the Depositary with the appropriate completed and signed form will result in a defective submission, and the Fund will be unable to purchase such shareholder's Shares. A Form W-8BEN and a Form W-9 are provided with the Letter of Transmittal for shareholders. Other types of Form W-8 can be found on the IRS website at http://www.irs.gov/formspubs/index.html.
15. Certain Legal Matters; Regulatory Approvals.
The Shares are currently "margin securities" under the rules of the Federal Reserve Board. This has the effect, among other things, of allowing brokers to extend credit using the Shares as collateral. The Fund believes that, following the purchase of Shares pursuant to the Offer, the Shares will continue to be "margin securities" for purposes of the Federal Reserve Board's margin regulations. Additionally, under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and related rules, certain transactions may not be consummated without satisfying certain notice and waiting period requirements. The Fund believes that notice under the HSR Act is not required by it for the Offer. To the best of the Fund's knowledge, there are no material pending legal proceedings relating to the Offer. Furthermore, the Fund is not aware of any approval or action by any government or governmental, administrative or regulatory authority or agency, domestic or foreign, that would be required to effect the Offer and that is not described herein. Should any such approval or other action be required, the Fund presently contemplates that
16
such approval or other action would be sought. The Fund is unable to predict whether it may determine that it is required to delay the acceptance or payment for, Shares tendered pursuant to the Offer pending the outcome of any such matter. There can be no assurance that any such approval or other action, if needed, would be obtained without substantial conditions or that the failure to obtain any such approval or other action might not result in material adverse consequences to the Fund's business. The Fund's obligations under the Offer to accept for payment and pay for Shares are subject to certain conditions described in Section 3 above.
16. Amendments; Extension of Purchase Period; Termination.
Subject to the applicable rules and regulations of the Commission, the Fund expressly reserves the right, in its sole discretion, at any time and from time to time, to extend the period during which the Offer is open for any reason, including the failure to satisfy any of the conditions specified in Section 3 above, and thereby delay acceptance for payment of, and payment for, any Shares, by giving oral or written notice of such extension to the Depositary. There can be no assurance that the Fund will exercise its right to extend the Offer. During any such extension, all Shares previously tendered and not properly withdrawn will remain subject to the Offer, subject to the rights of a tendering shareholder to withdraw such shareholder's Shares. (See Section 5.)
Subject to the applicable rules and regulations of the Commission, the Fund also expressly reserves the right, in its sole discretion, at any time and from time to time, to: (a) terminate the Offer and not accept for payment (or pay for) any Shares if any of the conditions referred to in Section 3 has not been satisfied or upon the occurrence and during the continuance of any of the events specified in Section 3; and (b) waive any condition or amend the Offer in any respect, in each case by giving oral or written notice of termination, waiver or amendment to the Depositary and by making a public announcement thereof. The Fund acknowledges that Rule 14e-1(c) under the Exchange Act requires the Fund to pay the consideration offered or return the Shares tendered for purchase promptly after the termination or withdrawal of the Offer, and that the Fund may not delay acceptance or payment for, any Shares upon the occurrence of any of the conditions specified in Section 3 without extending the period during which the Offer is open.
Any extension, termination or amendment will be followed as promptly as practicable by a public announcement thereof, such announcement, in the case of an extension, to be made no later than 9:00 a.m. Eastern time on the next business day after the previously scheduled Expiration Date. Without limiting the manner in which the Fund may choose to make any public announcement, except as provided by applicable law (including Rules 13e-4(c), 13e-4(e) and 14e-1 under the Exchange Act, which require that material changes be promptly disseminated to holders of Shares), the Fund will have no obligation to publish, advertise or otherwise communicate any such public announcement other than by issuing a release to the PR Newswire and filing such release with the Commission.
If the Fund makes a material change in the terms of the Offer or the information concerning the Offer, or waives a material condition of the Offer, the Fund will disseminate additional purchase offer materials and extend the Offer to the extent required by Rules 13e-4(e) and 13e-4(f) under the Exchange Act. The minimum period during which the Offer must remain open following material changes in the terms of the Offer or information concerning the Offer, other than a change in price or a change in percentage of securities sought, will depend upon the facts and circumstances, including the materiality of the changes. With respect to a change in price or, subject to certain limitations, a change in the percentage of securities sought, a minimum ten business day period from the date of such change is generally required to allow for adequate dissemination of such change to shareholders. Accordingly, if, for example, prior to the Expiration Date, the Fund decreased the number of Shares being sought, increased the consideration offered pursuant to the Offer or added a dealer's soliciting fee, and if the Offer were scheduled to expire at any time earlier than the tenth business day from the date that notice of such increase, decrease or addition is first published, sent or given to shareholders, the Offer would be extended until at least the expiration of such ten business day period. For purposes of the Offer, a "business day" means any day other than a Saturday, Sunday or a U.S. federal holiday and consists of the time period from 12:01 a.m. through midnight Eastern time.
17. Miscellaneous.
The Offer is not being made to, nor will the Fund accept tenders 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. The Fund is not aware of any jurisdiction in which the
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making of the Offer or the acceptance of tenders of, purchase of, or payment for, Shares in accordance with the Offer would not be in compliance with the laws of such jurisdiction. The Fund, however, reserves the right to exclude shareholders in any jurisdiction in which it is asserted that the Offer cannot lawfully be made or tendered Shares cannot lawfully be accepted, purchased or paid for. So long as the Fund makes a good-faith effort to comply with any state law deemed applicable to the Offer, the Fund believes that the exclusion of shareholders residing in any such jurisdiction is permitted under Rule 13e-4(f)(9) promulgated under the Exchange Act. In any jurisdiction where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on the Fund's behalf by one or more brokers or dealers licensed under the laws of such jurisdiction.
The Letter of Transmittal and Share certificates and any other required documentation should be sent or delivered by each shareholder or the shareholder's broker, dealer, commercial bank, trust company or other nominee to the Depositary at one of the addresses set forth below.
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The Depositary for the Offer is:
Computershare Trust Company, N.A.
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By Certified Mail: |
By Overnight Delivery: |
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Computershare Trust Company, N.A. P.O. Box 43011 Providence, RI 02940-3011 Attn: Corporate Actions Voluntary COY CHF |
Computershare Trust Company, N.A. 250 Royall Street Suite V Canton, MA 02021 Attn: Corporate Actions Voluntary COY CHF |
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Questions or requests for assistance or for additional copies of the Offer to Purchase, the Letter of Transmittal or other material in connection with the Offer may be directed to the Information Agent at its address and telephone number set forth below. Shareholders may also contact their brokers, dealer, commercial bank or trust company for assistance concerning the Offer.
The Information Agent for the Offer is:
EQ Fund Solutions, LLC
48 Wall Street
23rd Floor
New York, NY 10005 Toll Free: (800) 467-0743
ABRDN EMERGING MARKETS EQUITY INCOME FUND, INC.
January 21, 2025
Exhibit 99.(a)(1)(ii)
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 January 21, 2025 ("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.
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 contact Computershare services at 800-647-0584 for instructions on how to replace your shares. If your certificates are not immediately available or you cannot deliver Shares and all other required documents to Computershare prior to 5:00 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 first 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 10,150,355 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 10,155,350 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 Fund's counsel, accepting, purchasing or paying for such shares would be unlawful. Please refer to Section 4, "Procedures for Tendering Shares for Purchase, E. Determinations of Validity" of the Offer to 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 Fund's 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 stockholder's 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 SHAREHOLDER'S 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 person's 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 SHAREHOLDER'S 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).
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The Information Agent for the Offer is: |
The Depositary for the Offer is: |
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EQ FUND SOLUTIONS, LLC |
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All Holders Call Toll Free: (800) 467-0743 |
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By Mail |
By Express Mail: or Overnight Courier: |
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Computershare Trust Company, N.A. c/o Voluntary Corporate Actions COY CHF P.O. Box 43011 Providence, RI 02940-3011 |
Computershare Trust Company, N.A. c/o Voluntary Corporate Actions COY CHF 150 Royall Street, Suite V Canton, MA 02021 |
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Exhibit 99.(a)(1)(iii)
OFFER TO PURCHASE
For Cash Up to 10,150,355 of the Issued and Outstanding Shares of Common Stock
of
abrdn Emerging Markets Equity Income Fund, Inc.
at 98% of Net Asset Value Per Share
THE OFFER TO PURCHASE WILL EXPIRE AT 5:00 P.M.,
EASTERN TIME ON FEBRUARY 20, 2025, UNLESS THE OFFER IS EXTENDED.
THIS OFFER IS SUBJECT TO IMPORTANT TERMS AND CONDITIONS,
INCLUDING THE CONDITIONS OUTLINED IN THE OFFER TO PURCHASE
DATED JANUARY 21, 2025 AND IN THE LETTER OF TRANSMITTAL DATED JANUARY 21, 2025.
January 21, 2025
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 January 21, 2025 (the "Offer to Purchase"), of abrdn 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 10,150,355 (approximately 20%) of its issued and outstanding shares of common stock, par value $0.001 per share (the "Shares"). As of January 13, 2025, 50,751,779 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 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 the Offer to Purchase and the related Letter of Transmittal.
The Offer will expire at 5:00 p.m., Eastern time on February 20, 2025 (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 EQ 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, "CERTAIN 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 January 21, 2025;
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.
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,
abrdn Emerging Markets Equity Income Fund, Inc.
By: 
Name: Alan Goodson
Title: President
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CAUSE YOU OR ANY OTHER PERSON TO BE THE AGENT OF ABRDN 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.
2
Exhibit 99.(a)(1)(iv)
NOTICE OF GUARANTEED DELIVERY
FOR
TENDER OF SHARES OF COMMON STOCK OF
ABRDN 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 abrdn 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 5:00 p.m., New York City time, February 20, 2025, or such later date to which the Offer is extended (the "Expiration Date"). Such form may be delivered by email or mailed to the Depositary, and must be received by the Depositary on or before 5:00 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:
EQ Fund Solutions, LLC
48 Wall Street, 23rd. Floor
New York, NY 10005
All Holders Call Toll Free:
(800) 467-0743
The Depositary for the Offer is:
Computershare Trust Company, N.A.
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By Registered, Certified or Express Mail or Overnight Courier: |
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Computershare Trust Company, N.A. c/o Voluntary Corporate Actions COY CHF P.O. Box 43011 Providence, RI 02940-3011 |
Computershare Trust Company, N.A. c/o Voluntary Corporate Actions COY CHF 150 Royall Street, Suite V Canton, MA 02021 |
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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 abrdn Emerging Markets Equity Income Fund, Inc. (the "Fund"), upon the terms and subject to the conditions set forth in its Offer to Purchase, dated January 21, 2025 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:
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Name(s) of Record Holder(s):
_______________________________________________________________________________________
_______________________________________________________________________________________
Address: _______________________________________________________________________________
_______________________________________________________________________________________
Area Code and Telephone Number:
_______________________________________________________________________________________
Taxpayer Identification (Social Security) Number:
_______________________________________________________________________________________
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Dated: _________________ , 2025 |
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Signature(s) |
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(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.
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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: _________________________________ , 2025 | ||||||
DO NOT SEND SHARE CERTIFICATES WITH THIS FORM.
YOUR SHARE CERTIFICATES MUST BE SENT WITH THE LETTER OF TRANSMITTAL.
2
Exhibit 99.(a)(1)(v)
OFFER TO PURCHASE
For Cash Up to 10,150,355 of the Issued and Outstanding Shares of Common Stock
of
abrdn Emerging Markets Equity Income Fund, Inc.
at 98% of Net Asset Value Per Share
THE OFFER TO PURCHASE WILL EXPIRE AT 5:00 P.M.,
EASTERN TIME ON FEBRUARY 20, 2025, UNLESS THE OFFER IS EXTENDED.
THIS OFFER IS SUBJECT TO IMPORTANT TERMS AND CONDITIONS,
INCLUDING THE CONDITIONS OUTLINED IN THE OFFER TO PURCHASE
DATED JANUARY 21, 2025 AND IN THE LETTER OF TRANSMITTAL DATED JANUARY 21, 2025.
To Our Clients:
Enclosed for your consideration is the Offer to Purchase, dated January 21, 2025 (the "Offer to Purchase"), of abrdn 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 10,150,355 (approximately 20%) of its issued and outstanding shares of common stock, par value $0.001 per share (the "Shares"). As of January 13, 2025, 50,751,779 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, 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 the Offer to Purchase and the related Letter of Transmittal.
The Offer will expire at 5:00 p.m., Eastern time on February 20, 2025 (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 January 21, 2025, relating to abrdn Emerging Markets Equity Income Fund, Inc. (the "Fund"), to purchase up to 10,150,355 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
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Account Number: |
Signature: |
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____________________________ |
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Dated: |
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____________________________ |
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Please print name(s) and address(es):
__________________________________________________________________
__________________________________________________________________
Daytime Area Code and Tel. No.
__________________________________________________________________
Taxpayer Identification No. or Social Security No.
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2
Exhibit 99.(a)(5)
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 EQUITY INCOME FUND, INC. (AEF) ANNOUNCES COMMENCEMENT OF A CASH TENDER OFFER
(Philadelphia, January 21, 2025) – abrdn Emerging Markets Equity Income Fund, Inc. (NYSE American: AEF), a non-diversified closed-end fund, announced today the commencement of the previously announced cash tender offer to purchase up to 10,150,355 shares, representing approximately 20% of the Fund’s outstanding shares, at a price per share equal to 98% of the Fund’s 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, January 21, 2025, and will expire at 5:00 p.m. New York City time on February 20, 2025, unless otherwise extended. It is expected that the payment of the tender offer proceeds will be made as soon as practicable after the February 20, 2025 expiration date of the tender offer. The payment date is currently estimated to be on or about February 28, 2025, unless the expiration date is otherwise extended.
Additional terms and conditions of the tender offer are set forth in the Fund’s tender offer materials. If more than 20% of the Fund’s 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 January 21, 2025. Shareholders who do not receive these materials may call EQ Fund Solutions, LLC, the Fund’s 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 website at http://www.sec.gov, on the Fund’s website at www.abrdnaef.com or by calling 1-800-522-5465.
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 Fund’s 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.
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 Fund’s 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 Fund’s filings with the U.S. Securities and Exchange Commission (“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 SEC’s website (http://www.sec.gov). Shareholders can also obtain copies of these documents, when available, free of charge, by contacting abrdn Inc., 1900 Market Street, Suite 200, Philadelphia, PA 19103, by calling 1-800-522-5465 toll-free or on the Internet at www.abrdnaef.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 jurisdiction’s laws.
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 Services at 1-800-522-5465.
abrdn Inc. has prepared this report based on information sources believed to be accurate and reliable. However, neither the Fund, abrdn Investments 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.
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
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