Section 240.14a-101 Schedule 14A.
Information required in proxy statement.
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[_] Definitive Proxy Statement
[X] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
TAIWAN GREATER CHINA FUND
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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CITIGATE
FINANCIAL
INTELLIGENCE
P R E S S R E L E A S E
FOR IMMEDIATE RELEASE
CONTACTS:
Steven R. Champion, Taiwan Greater
China Fund, 011-886-2-2715-2988
Patricia Baronowski
Citigate Financial Intelligence, 201-499-3500
Web site: http://www.taiwangreaterchinafund.com
TAIWAN GREATER CHINA FUND
ANNOUNCES INTENTION TO CONDUCT SELF-TENDER OFFER
(New York, New York, June 11, 2004) The Taiwan Greater China Fund (NYSE: TFC), a
diversified closed-end registered investment company listed on the New York
Stock Exchange, announced today, as part of its continuing efforts to increase
shareholder value, that it would conduct a tender offer to purchase for cash up
to one-third of the Fund's outstanding shares at a price of 99% of the Fund's
net asset value per share (NAV). The tender offer will be contingent upon the
Fund's shareholders voting to retain the Fund's status as a closed-end
investment company by defeating a proposal, required by the Fund's Declaration
of Trust to be submitted to the shareholders at the Fund's 2004 annual meeting
of shareholders, to convert the Fund into an open-end investment company. The
tender offer also will be contingent upon the approval at that meeting of a
proposal to amend the Fund's Declaration of Trust to remove the requirement to
submit such open-ending resolutions to the Fund's shareholders.
The Fund also announced that its 2004 annual meeting of shareholders, previously
scheduled to be held on June 22, had been rescheduled for July 21 with a record
date of June 21. The Board contemplates that the tender offer will commence
promptly after the annual meeting if the shareholders vote to retain the Fund's
status as a closed-end investment company and the amendment of the Declaration
of Trust is approved.
The Fund's Declaration of Trust has not been amended since the Fund's initial
U.S. public offering in 1989. The Declaration of Trust requires the submission
to the shareholders of an open-ending proposal, which would take effect if
approved by an absolute majority of the Fund's outstanding shares, if the Fund's
shares have traded at an average discount of more than 10% to their NAV as of
the end of any consecutive 12-week period since the last such vote. As a result
of this requirement, the Fund's shareholders have voted on such a proposal eight
times since 1995. Each time the shareholders have voted for the Fund to remain a
closed-end investment company in accordance with the recommendation of the
Fund's Board of Trustees, and the Board has recommended that the
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shareholders do so again at this year's annual meeting. The Board believes
that the frequency of this voting requirement is unique among closed-end
investment companies. The affirmative vote of two-thirds of the Fund's
outstanding shares is required to amend the Declaration of Trust to remove this
open-ending provision.
Robert Parker, chairman of the Fund's Board of Trustees, commented, "The Board
is aware that certain of the Fund's shareholders have been dissatisfied with the
tendency of the Fund's shares to trade at a discount to NAV. In an effort to
improve the Fund's performance, we have recently changed the Fund's manager,
investment strategy and name, and we now believe that further measures are
appropriate. We also continue to believe that it is in the best interests of the
Fund, and its shareholders taken as a whole, that the Fund remain a closed-end
investment company. Putting these considerations together, we believe that a
substantial tender offer, contingent upon the removal of a unique open-ending
provision from the Declaration of Trust, represents the best course to satisfy
the Fund's various shareholder constituencies."
In connection with the open-ending vote required to take place this year, the
Fund filed with the Securities and Exchange Commission and transmitted to its
shareholders last month the Fund's proxy statement for the 2004 annual meeting.
The Fund intends to file and transmit additional materials relating to the vote
to remove the open-ending provision, including a revised proxy card.
Shareholders are urged to read carefully the proxy statement and all such
additional materials, as they contain or will contain important information.
Shareholders may obtain a free copy of the proxy statement and these other
materials when they become available, and any other relevant documents filed
with the Securities and Exchange Commission concerning the Fund, at the
Securities and Exchange Commission's web site at www.sec.gov. Shareholders may
also obtain for free the proxy statement and other documents filed by the Fund
with the Securities and Exchange Commission in connection with these matters by
directing a request to the Fund at c/o Citigate Financial Intelligence, 111
River Street, Suite 1001, Hoboken, NJ 07030, or by calling the Fund at
1-800-343-9567.
The Fund, its Trustees and executive officers, and MacKenzie Partners, the
Fund's proxy solicitor, may be deemed to be participants in the solicitation of
proxies from the Fund's shareholders with respect to the matters described
above. Information regarding the Fund's Trustees and executive officers and
their ownership of the Fund's shares of beneficial interest, and regarding the
Fund's proxy solicitor, is or will be set forth in the Fund's proxy statement
for the 2004 annual meeting and the additional materials that will be sent to
the Fund's shareholders.
This press release is for informational purposes only and is not an offer to
purchase or the solicitation of an offer to sell any shares of the Fund. An
offer to purchase shares of the Fund will only be made pursuant to a tender
offer statement and related material that the Fund will send to all of its
shareholders upon commencement of the tender offer. Shareholders should read
those materials carefully because they will contain important information,
including the various terms and
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conditions of the tender offer. The tender offer statement and related materials
will be made available to all shareholders free of charge. Shareholders also
will be able to obtain the tender offer statement and related materials with
respect to the tender offer free of charge at the Securities and Exchange
Commission's website at www.sec.gov. In addition, it will be possible to obtain
the tender offer statement and related materials from the Fund at no charge as
provided in the tender offer statement.
The Taiwan Greater China Fund is listed and publicly traded in the United
States. The Fund is organized for investment in securities of Taiwan issuers by
non-Taiwan investors and follows an investment strategy of primarily investing
in Taiwan listed companies that derive or expect to derive a significant portion
of their revenues from operations in or exports to mainland China.
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P R E S S R E L E A S E
CONTACTS:
Steven R. Champion, Taiwan Greater
China Fund, 011-886-2-2715-2988
Patricia Baronowski
Citigate Financial Intelligence, 201-499-3500
Web site: http://www.taiwangreaterchinafund.com
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TAIWAN GREATER CHINA FUND
ANNOUNCES REMOVAL OF CONDITION TO COMMENCEMENT
OF PROPOSED SELF-TENDER OFFER,
AND INTENTION TO INITIATE SHARE REPURCHASE PROGRAM
(New York, New York, June 23, 2004) The Taiwan Greater China Fund (NYSE: TFC), a
diversified closed-end registered investment company listed on the New York
Stock Exchange, announced today the removal of a condition to the commencement
of the Fund's proposed cash tender offer for to up to one-third of the Fund's
outstanding shares at a price of 99% of the Fund's net asset value per share,
previously announced by the Fund on June 11. The commencement of the tender
offer will no longer be contingent upon the approval by shareholders, at the
Fund's 2004 annual meeting, of a proposal to amend the Fund's Declaration of
Trust to eliminate a requirement to submit resolutions to shareholders to
convert the Fund into an open-end investment company when certain conditions are
met. Accordingly, no proposal to eliminate that provision will be presented for
a shareholder vote at the annual meeting.
The commencement of the tender offer will be subject to the Fund's shareholders
voting to retain the Fund's status as a closed-end investment company by
defeating the open-ending proposal required to be presented at the 2004 annual
meeting. In that event, the tender offer will commence promptly after the annual
meeting.
As previously announced, the 2004 annual meeting of shareholders has been
rescheduled for July 21. City of London Investment Management Group, currently
the Fund's second largest shareholder with approximately 12.5% of the Fund's
outstanding shares, has advised the Fund that it is supportive of the Board's
actions announced today and that it will vote its shares at the annual meeting
against converting the Fund into an open-end investment company.
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The Fund also announced that its Board of Trustees has authorized a share
repurchase program pursuant to which the Fund may purchase up to 10% of its
outstanding shares by means of open market purchases conducted in accordance
with Rule 10b-18 under the Securities Exchange Act of 1934, which is the
applicable SEC "safe harbor" rule. This program would not commence until after
the completion of the proposed self-tender offer.
Robert Parker, chairman of the Fund's Board of Trustees, commented, "After
further deliberations during the last ten days and consultations with certain of
the Fund's shareholders, we believe both the Fund and its shareholders will
benefit from this simplified approach to the proposed self-tender offer. We also
continue to believe that it is in the best interests of the Fund, and its
shareholders taken as a whole, that the Fund remain a closed-end investment
company. As such, it is our view that this substantial tender offer would be the
most appropriate action for the Fund to take now to further the Board's
objective of increasing shareholder value. We also believe that the repurchase
program will provide another means of enabling the Fund to pursue that objective
over the longer term."
Mr. Parker also commented on the Fund's current strategic focus, noting, "The
Board believes that the shift in the focus of the Fund to invest primarily in
Taiwan companies that are invested in, or otherwise doing significant business
with, mainland China - as reflected in the Fund's new name - is a sound
strategic decision that is already resulting in improved performance for the
Fund's shareholders. Taiwan companies are making a significant contribution to
mainland China's economic growth, especially in the high-tech sector. A dramatic
integration of the Taiwan and mainland China economies has been taking place,
resulting in spectacular economic growth during the past five years. There are
indications that this trend is not only going to continue, but will accelerate.
The continued growth of Taiwan's economy in the next few years is expected to
depend in large part on the continuing movement of Taiwan's manufacturing
capability to the China mainland. Taiwan companies have a unique advantage in
knowing how to invest in mainland China, and the operations of many Taiwan
companies should grow larger worldwide as a result. That should augur well for
the future of the Fund."
In connection with the open-ending vote required to take place this year, the
Fund filed with the Securities and Exchange Commission and transmitted to its
shareholders last month the Fund's proxy statement for the 2004 annual meeting.
The Fund intends to file and transmit supplemental materials, including a
replacement blue proxy card, reflecting the rescheduled meeting date.
Shareholders are urged to read carefully the proxy statement and all such
supplemental materials, as they contain or will contain important information.
Shareholders may obtain a free copy of the proxy statement and these other
materials when they become available, and any other relevant documents filed
with the Securities and Exchange Commission concerning the Fund, at the
Securities and Exchange Commission's web site at www.sec.gov. Shareholders may
also obtain free copies of the proxy statement and other documents filed by the
Fund with the Securities and Exchange Commission in connection with these
matters by directing a request to the Taiwan Greater China Fund in care of
Citigate Financial Intelligence, 111 River Street, Suite 1001, Hoboken, NJ
07030, or by telephoning the Fund at 1-800-343-9567.
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The Fund, its Trustees and executive officers, and MacKenzie Partners, the
Fund's proxy solicitor, may be deemed to be participants in the solicitation of
proxies from the Fund's shareholders with respect to the matters described
above. Information regarding the Fund's Trustees and executive officers and
their ownership of the Fund's shares of beneficial interest, and regarding the
Fund's proxy solicitor, is or will be set forth in the Fund's proxy statement
for the 2004 annual meeting and the supplemental materials that will be sent to
the Fund's shareholders.
This press release is for informational purposes only and is not an offer to
purchase or the solicitation of an offer to sell any shares of the Fund. An
offer to purchase shares of the Fund will only be made pursuant to a tender
offer statement and related material that the Fund will send to all of its
shareholders upon commencement of the tender offer. Shareholders should read
those materials carefully because they will contain important information,
including the various terms and conditions of the tender offer. The tender offer
statement and related materials will be made available to all shareholders free
of charge. Shareholders also will be able to obtain the tender offer statement
and related materials with respect to the tender offer free of charge at the
Securities and Exchange Commission's website at www.sec.gov. In addition, it
will be possible to obtain the tender offer statement and related materials from
the Fund at no charge as provided in the tender offer statement.
The Taiwan Greater China Fund is listed and publicly traded in the United
States. The Fund is organized for investment in securities of Taiwan issuers by
non-Taiwan investors and follows an investment strategy of primarily investing
in Taiwan listed companies that derive or expect to derive a significant portion
of their revenues from operations in or exports to mainland China.
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