UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
(Amendment No. )
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
The Asia Pacific Fund, Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)(CUSIP Number)
Thomas Griffith
c/o City of London Investment Management Company Limited77 Gracechurch Street, London, UK EC3V 0AS
+44 207 711 0771
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 22, 2017
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), (f) or (g), check the following box
☐.
*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.
| 1 | NAMES OF REPORTING PERSONS | | |
| S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS | | |
| City of London Investment Group PLC, (CLIG) a company incorporated under the laws of England and Wales. | | |
| | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ |
| | (b) | ☐ |
| | |
| 3 | SEC USE ONLY | | |
| | | |
| | |
| 4 | SOURCE OF FUNDS* | | |
| OO | | |
| | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | | ☐ |
| | | |
| | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | |
| England and Wales | | |
| | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 7 | SOLE VOTING POWER | | |
| 0 | | |
| | |
| 8 | SHARED VOTING POWER | | |
| 4,649,247 | | |
| | |
| 9 | SOLE DISPOSITIVE POWER | | |
| 0 | | |
| | |
| 10 | SHARED DISPOSITIVE POWER | | |
| 4,649,247 | | |
| | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | |
| 4,649,247 | | |
| | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | | ☐ |
| | | |
| | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | |
| 45.0% | | |
| | |
| 14 | TYPE OF REPORTING PERSON* | | |
| HC | | |
| | |
| 1 | NAMES OF REPORTING PERSONS | | |
| S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS | | |
| City of London Investment Management Company Limited (CLIM), a company incorporated under the laws of England and Wales. | | |
| | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ |
| | (b) | ☐ |
| | |
| 3 | SEC USE ONLY | | |
| | | |
| | |
| 4 | SOURCE OF FUNDS* | | |
| WC | | |
| | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | | ☐ |
| | | |
| | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | |
| England and Wales | | |
| | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 7 | SOLE VOTING POWER | | |
| 0 | | |
| | |
| 8 | SHARED VOTING POWER | | |
| 4,649,247 | | |
| | |
| 9 | SOLE DISPOSITIVE POWER | | |
| 0 | | |
| | |
| 10 | SHARED DISPOSITIVE POWER | | |
| 4,649,247 | | |
| | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | |
| 4,649,247 | | |
| | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | | ☐ |
| | | |
| | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | |
| 45.0% | | |
| | |
| 14 | TYPE OF REPORTING PERSON* | | |
| IA | | |
| | |
Item 1(a). Name of Issuer:
The Asia Pacific Fund, Inc.
Item 1(b). Address of Issuer’s Principal Executive Offices:
The principal executive offices of the Fund are located at:
AST Fund Solutions, LLC
48 Wall Street, 22nd Floor
New York, NY 10005
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). CLIM is primarily 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:
Emerging (BMI) Markets Country Fund ("BMI"), a private investment fund organized as a Delaware business trust;
Emerging Markets Free Fund ("CF"), a private investment fund organized as a Delaware business trust;
Emerging Markets Global Fund ("CG"), a private investment fund organized as a Delaware business trust;
Emerging Markets Investable Fund ("CI"), a private investment fund organized as a Delaware business trust;
Global Emerging Markets Fund ("EUREKA"), a private investment fund organized as a Delaware business trust;
The 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;
Emerging Markets Country Fund ("GBL"), a private investment fund organized as a Delaware business trust;
Investable Emerging Markets Country Fund ("INV"), 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;
and unaffiliated third-party segregated accounts over which CLIM exercises discretionary voting and investment authority (the "Segregated Accounts").
The Shares to which this Schedule 13D relates are owned directly by the City of London Funds and the Segregated Accounts, collectively "the Funds".
(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 4,649,247 Shares beneficially owned by the Reporting Persons was $48,705,343, inclusive of brokerage commissions.
The aggregate purchase price of the 310,315 Shares owned directly by BMI was $3,057,947, inclusive of brokerage commissions.
The aggregate purchase price of the 180,930 Shares owned directly by CF was $1,951,250, inclusive of brokerage commissions.
The aggregate purchase price of the 307,027 Shares owned directly by CG was $3,194,411, inclusive of brokerage commissions.
The aggregate purchase price of the 298,022 Shares owned directly by CI was $3,102,635, inclusive of brokerage commissions.
The aggregate purchase price of the 296,438 Shares owned directly by EUREKA was $3,177,356, inclusive of brokerage commissions.
The aggregate purchase price of the 189,013 Shares owned directly by EWF was $2,167,494, inclusive of brokerage commissions.
The aggregate purchase price of the 272,355 Shares owned directly by FREE was $2,790,668, inclusive of brokerage commissions.
The aggregate purchase price of the 307,559 Shares owned directly by GBL was $3,319,419, inclusive of brokerage commissions.
The aggregate purchase price of the 100,350 Shares owned directly by INV was $1,251,341, inclusive of brokerage commissions.
The aggregate purchase price of the 59,250 Shares owned directly by PLUS was $629,470, inclusive of brokerage commissions.
The aggregate purchase price of the 2,327,988 Shares owned directly by the Segregated Accounts was $24,063,353, inclusive of brokerage commissions.
Item 4. Purpose of Transaction.
The Reporting Persons sent the letter attached as Exhibit A to the Chairman of the Fund.
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 4,649,247 Shares owned directly by the City of London Funds and the Segregated Accounts, representing approximately 45.0% of the 10.344 million Shares outstanding as of March 21, 2017, as last reported by the Fund. As of the date hereof, BMI, CF, CG, CI, EUREKA, EWF, FREE, GBL, INV, PLUS, and the Segregated Accounts owned directly 310,315; 180,930; 307,027; 298,022; 296,438; 189,013; 272,355; 307,559; 100,350; 59,250; and 2,327,988 Shares, respectively, representing approximately 3.0%, 1.8%, 3.0%, 2.9%, 2.9%, 1.8%, 2.6%, 3.0%, 1.0%, 0.6% and 22.5% respectively, of the 10.344 million Shares outstanding as of March 21, 2017. |
| (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 Letter dated March 22, 2017, attached hereto as Exhibit A.
Signature
After reasonable 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.
CITY OF LONDON INVESTMENT GROUP PLC
/ s / Thomas Griffith
Name: Thomas Griffith
Title: Director
CITY OF LONDON INVESTMENT
MANAGEMENT COMPANY LIMITED
/ s / Thomas Griffith
Name: Thomas Griffith
Title: Director
ANNEX A
DIRECTORS AND EXECUTIVE OFFICERS
The names of the directors and executive officers of CLIG and their business addresses and present principal occupation or employment are set forth below. If no business address is given, the business address of such director or executive officer is c/o City of London Investment Group PLC, 77 Gracechurch Street, London EC3V 0AS, England.
| David Cardale | Non-Executive Chairman |
| Barry Olliff | Chief Executive Officer |
| Allan Bufferd | Non-Executive Director |
| Mark Driver | Non-Executive Director |
| Barry Aling | Non-Executive Director |
| Mark Dwyer | Executive Director |
| Tracy Rodrigues | Executive Director |
| Thomas Griffith | Executive Director |
The names of the directors and executive officers of CLIM and their business addresses and present principal occupation or employment are set forth below. If no business address is given, the business address of such director or executive officer is c/o City of London Investment Management Limited, 77 Gracechurch Street, London EC3V 0AS, England.
| David Cardale | Non-Executive Chairman |
| Barry Olliff | Chief Executive Officer / Chief Investment Officer |
| Tracy Rodrigues | Finance Director |
| Thomas Griffith | Director |
| Mark Dwyer | Director |
Exhibit A
March 22, 2017
Mr. Michael J. Downey, Chairman
The Asia Pacific Fund, Inc.
c/o: AST Fund Solutions LLC
48 Wall Street, 22nd Floor
New York, NY 10005
Dear Mr. Downey,
City of London Investment Management Company Limited ("City of London"), on behalf of our clients, is a long-term investor in emerging markets closed-end funds. We first became a shareholder in The Asia Pacific Fund, Inc. (the "Fund") more than 15 years ago.
The Fund's current discount is wide and the average annual discount has widened in each of the past five calendar years (2016: 15.6%; 2015 12.5%; 2014: 10.7%; 2013: 10.3%; 2012: 10.2%) [Source: Bloomberg]. Recent investment performance has been weak (5.8% behind the benchmark index over the 12-month period ending December 31, 2016) [Source: Fund's "Monthly Fact Sheet"]. In addition, in 2015 the investment manager began to serve as the subadvisor of an open-end mutual fund at a lower annual investment management fee for a smaller pool of assets.
The Board of Directors has been unresponsive to the plight of Fund shareholders and has demonstrated weak corporate governance. Five of the seven Directors have served on the Board for 10 or more years, with three serving since the 1980's. The discount has averaged greater than 10% over the 12-month period ending February 28, 2017. Therefore, we intend to vote against the re-election of those Directors who are up for re-election in 2017. We note that the voting standard is majority voting. Last year, Mr. Nicholas T. Sibley failed to be re-elected and the Board accepted his resignation.
The relationship between the supply and the demand for Fund shares is clearly out of balance and shareholders have suffered from the Fund's widening discount. The Board of Directors had many opportunities to take steps – possibly involving a tender, open-ending, merger or liquidation – to address the discount before it reached this point of no return. We believe the Board of Directors should now voluntarily take steps to provide for the orderly return of all stockholder equity at NAV less the cost of liquidation expenses.
Sincerely yours,
Jeremy Bannister
Director, Corporate Governance
