Washington, D.C. 20549
Barry M. Olliff
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information, which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
Item 1(a). Name of Issuer:
JF China Region Fund, Inc.
Item 1(b). Address of Issuer’s Principal Executive Offices:
The principal executive offices of the Fund are located at:
J F China Region Fund Inc.
c/o J.P. Morgan Asset Management
Finsbury Dials, 20 Finsbury Street
London, EC2Y 9AQ, United Kingdom
Item 2. Identity and Background.
(a). This statement is being filed by City of London Investment Group PLC (“CLIG”) and City of London Investment Management Company Limited (“CLIM,” and together with CLIG, the “Reporting Persons”).
(b). The business address and principal executive offices of CLIG are 77 Gracechurch Street London, EC3V 0AS England. The directors and executive officers of CLIG, their business addresses and present principal occupation or employment are set forth on Annex A attached to this Schedule 13D. The business address and principal executive offices of CLIM are 77 Gracechurch Street London, EC3V 0AS England. The directors and executive officers of CLIM, their business addresses and present principal occupation or employment are set forth on Annex A attached.
(c). The principal business of CLIG is serving as the parent holding company for the City of London group of companies, including CLIM. CLIM is an emerging markets fund manager, which specializes in investing in closed-end investment companies and is a registered investment adviser under Section 203 of the Investment Advisers Act of 1940. CLIM is controlled by CLIG. CLIM is principally engaged in the business of providing investment advisory services to various public and private investment funds, including The Emerging (BMI) Markets Country Fund (“BMI”), a private investment fund organized as a Delaware business trust, Emerging World Fund (“EWF”), a Dublin, Ireland-listed open-ended investment company, Emerging Free Markets Country Fund (“FREE”), a private investment fund organized as a Delaware business trust, , Frontier Emerging Markets Fund (“FRONT”), a private investment fund organized as a Delaware business trust, Emerging Markets Country Fund (“GEM”), a private investment fund organized as a Delaware business trust, GFM (Institutional) Emerging Markets Country Fund (“GFM”), an open-ended fund organized under the laws of the Province of Ontario, Investable Emerging Markets Country Fund (“IEM”), a private investment fund organized as a Delaware business trust The EM Plus CEF Fund (“PLUS”), a private investment fund organized as a Delaware business trust, Tradex Global Equity Fund (“Tradex”), an Ontario mutual fund, and unaffiliated third-party segregated accounts over which CLIM exercises discretionary voting and investment authority (the “Segregated Accounts”). BMI, EWF, FREE, FRONT, GEM, GFM, IEM, PLUS, and Tradex are collectively referred to herein as the “City of London Funds.”
The Shares to which this Schedule 13D relates are owned directly by the City of London Funds and the Segregated Accounts.
(d). None of the Reporting Persons has, during the last five years, been convicted in any criminal proceeding.
(e). None of the Reporting Persons has, during the last five years, been a party to any civil proceeding commenced before a judicial or administrative body of competent jurisdiction as a result of which it or he was or is now subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f). City of London Investment Group PLC, (CLIG) and City of London Investment Management Company Limited (CLIM) are companies incorporated under the laws of England and Wales.
Item 3. Source and Amount of Funds or Other Considerations.
Beneficial ownership of the Shares to which this statement relates was acquired by the Reporting Persons with invested capital of the City of London Funds and the Segregated Accounts. The aggregate purchase price of the 2,248,773 Shares beneficially owned by the Reporting Persons was $32,111,801, inclusive of brokerage commissions. The aggregate purchase price of the 191,681 Shares owned directly by BMI was $2,631,737, inclusive of brokerage commissions. The aggregate purchase price of the 157,388 Shares owned directly by EWF was $3,048,627, inclusive of brokerage commissions. The aggregate purchase price of the 193,161 Shares owned directly by FREE was $2,803,385, inclusive of brokerage commissions. The aggregate purchase price of the 192,736 Shares owned directly by GEM was $1,536,344, inclusive of brokerage commissions. The aggregate purchase price of the 1,015 Shares owned directly by GFM was $13,132, inclusive of brokerage commissions. The aggregate purchase price of the 192,917 Shares owned directly by IEM was $3,787,331, inclusive of brokerage commissions. The aggregate purchase price of the 43,125 Shares owned directly by PLUS was $524,645, inclusive of brokerage commissions. The aggregate purchase price of the 1,276,750 Shares owned directly by the Segregated Accounts was $17,766,596, inclusive of brokerage commissions.
Item 4. Purpose of Transaction.
The Reporting Persons prepared the attached press release on October 12, 2011 to disclose that it has been made aware by an independent third party of a potential proposal wherein the assets of The Greater China Fund, Inc. would be merged into JF China Region Fund, Inc.
Item 5. Interests in Securities of the Issuer.
| (a) | and (b). As of the date hereof, CLIG, through its control of CLIM, and CLIM, in its capacity as investment adviser to the City of London Funds and the Segregated Accounts, have voting and dispositive power with respect to all 2,248,773 Shares owned directly by the City of London Funds and the Segregated Accounts, representing approximately 34.8% of the 6.448 million Shares outstanding as of December 31, 2010, as reported by the Fund. As of the date hereof, BMI, EWF, FREE, GEM, GFM, IEM, PLUS and the Segregated Accounts owned directly 191,681, 157,388, 193,161, 192,736, 1,015, 192,917, 43,125 and 1,276,750 Shares, respectively, representing approximately 2.97%, 2.44%, 3.00%, 2.99%, 0.016%, 2.99%, 0.67% and 19.80%, respectively, of the 6.448 million Shares outstanding as of December 31, 2011. |
| (c). | Information with respect to all transactions in the Shares beneficially owned by the Reporting Persons that were effected during the past 60 days is set forth below: |
None
| (d). | Other than disclosed herein, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such Shares. |
(e). Not applicable.
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
Except as set forth in Item 4 of this Schedule 13D, none of the Reporting Persons has any contract, arrangement, understanding or relationship (legal or otherwise) with any person with respect to any securities of the Fund including, but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or the voting of any securities of the Fund, joint ventures, loan or option arrangements, puts or calls, guaranties of profits, division of profits or losses, or the giving or withholding of proxies.
Item 7. Materials to be Filed as Exhibits.
See Press Release dated October 12, 2011 attached hereto as Exhibit A.
