BACKGROUND TO THE OFFER. The Fund's shares have generally traded at a discount to their net asset value per share since shortly after its commencement of operations. The Board of Directors of the Fund (the "Board") has, over the years, discussed the significance of the existence of the discount to net asset value at which the Fund's shares have traded on the NYSE and the impact on shareholders of the discount. The Board has discussed and considered various alternative strategies to address the discount and otherwise enhance shareholder value, including instituting share repurchases, combining with other funds, converting to an open-end format, or liquidating. The Board has, however, consistently concluded that it was in the best interests of the Fund and its shareholders to maintain the current closed-end format, because, in the view of the Board and of CSAM, the closed-end format is the most appropriate investment vehicle for participating in the Latin American equities markets. In CSAM's view, many attractive equity investment opportunities in Latin America have been and continue to be found in the small-capitalization and less liquid sectors of those markets. The Board believes that the long-term performance of the Fund supports this view.
BACKGROUND TO THE OFFER. 1. The board of the Acquirer adopted a resolution on 25 February 2016 in respect of Sharp Corporation’s issuance of new shares to the Allottees so as to provide funds to contribute to strengthen Sharp Corporation’s financial foundation (“Allotment”/ “Primary Transaction”). This decision was announced in the public domain in the Sharp Corporation’s “Notice regarding the issuance of new shares through third-party allotments, and change of parent company, the largest shareholder who is a major shareholder, and major shareholders” dated 25 February 2016 (“Initial Notice”). Additionally, the Initial Notice also mentioned about the expected change of the parent company, the largest shareholder, who is a major shareholder, and of major shareholders of Sharp Corporation, all of which would occur as a result Highest price paid or payable for any acquisition, whether by the Acquirer or by any person acting in concert with the Acquirer, during the twenty-six weeks immediately preceding 25 February 2016
BACKGROUND TO THE OFFER. The Offeror, a wholly-owned subsidiary of TMI, first acquired shares in the Company in Q4 2021. Through additional purchases in Q4 2021 the Offeror established an approximately 26% ownership position in the Company and designated Xxxx Xxxxxxx Over to serve on the Company’s board of directors. On 25 August 2022, TMI delivered to Grindrod a non-binding indicative proposal to acquire 100% of the outstanding shares of the Company not already owned by Offeror through the Proposed Transaction. Geneva – Joint Rule 3.5 Announcement
BACKGROUND TO THE OFFER. The Fund's shares have generally traded at a discount to their net asset value per share since shortly after its commencement of operations. The Board of Directors of the Fund (the "Board") has, over the years, discussed the significance of the existence of the discount to net asset value at which the Fund's shares have traded on the NYSE and the impact on shareholders of the discount. The Board has discussed and considered various alternative strategies to address the discount, including instituting share repurchases, combining with other funds, converting to an open-end format, or liquidating. The Board has, however, consistently concluded that it was in the best interests of the Fund and its shareholders to maintain the current closed-end format, because, in the view of the Board and of CSAM, the closed-end format is the most appropriate investment vehicle for participating in the equities markets of emerging countries. In CSAM's view, many attractive equity investment opportunities in emerging countries have been and continue to be found in the small-capitalization and less liquid sectors of those markets. The Board believes that the long-term performance of the Fund supports this view. In October 1998, the Board engaged in a share repurchase program of up to 15% of the Fund's outstanding common stock. In February 1999, the Board authorized another share repurchase program for up to an additional 10% of the Fund's outstanding common stock on a rolling 12-month basis (rather than an annual basis) and permitting repurchases of the Fund's outstanding shares (subject to the 15% annual limit) whenever the discount to net asset value is 15% or more. The Board authorized another share repurchase program for not less than 10% nor more than 15% of the Fund's outstanding common stock in October 1999 after repurchasing the full amount of shares authorized under the first share repurchase program. Both share repurchase programs were intended to provide additional liquidity to those shareholders who elected to sell their shares and to enhance the net asset value of the shares held by shareholders who maintained their investment. In May 1999, the Board of Directors approved a self tender. Pursuant to this self tender, the Fund acquired 3,011,714 shares of its common stock, representing approximately 20% of its then outstanding shares for a cash purchase price equal to 95% of the Fund's net asset value per share on June 25, 1999, the date of the closing of the tender...
BACKGROUND TO THE OFFER. ... 31 INDEPENDENT COMMITTEE OF THE CORPORATION.................... 36 RECOMMENDATION OF THE BOARD OF DIRECTORS OF THE CORPORATION............................................... 38 VALUATION................................................... 39 CERTAIN TRANSACTIONS AND RELATIONSHIPS BETWEEN RCI AND THE CORPORATION............................................... 43 EFFECT OF THE OFFER ON THE MARKET FOR SECURITIES; PUBLIC DISCLOSURE BY THE CORPORATION; EXCHANGE ACT REGISTRATION.............................................. 48 ACQUISITION OF RWCI RESTRICTED VOTING SHARES NOT DEPOSITED................................................. 48
BACKGROUND TO THE OFFER. The Fund's shares have generally traded at a persistent discount to their net asset value per share. The Board of Directors of the Fund (the "Board") has, over the years, discussed the significance of the existence of the discount to net asset value at which the Fund's shares have traded on the NYSE and the impact on shareholders of the discount. The Board has discussed and considered various alternative strategies to address the discount and otherwise enhance shareholder value, including instituting share repurchases, combining with other funds, converting to an open-end format, or liquidating. The Board has, however, consistently concluded that it was in the best interests of the Fund and its shareholders to maintain the current closed-end format, because, in the view of the Board, the closed-end format is the most appropriate investment vehicle for participating in the equities markets of emerging countries.
