EXHIBIT (a)(1)(i)
DELAWARE INVESTMENTS GLOBAL DIVIDEND AND INCOME FUND, INC.
2005 MARKET STREET
PHILADELPHIA, PENNSYLVANIA 19103
Dear Shareholder:
On May 19, 2005, the Board of Directors of the Delaware Investments Global
Dividend and Income Fund, Inc. (the "Fund"), approved a tender offer for
shares of the Fund's Common Stock. The Fund is commencing an offer to purchase
up to 10% of its issued and outstanding shares upon the terms and subject to
the conditions set forth in the enclosed Offer to Purchase and the related
Letter of Transmittal (which together constitute the "Offer"). If more than
10% of the Common Stock is tendered and not withdrawn, any purchases will be
made on a pro rata basis. The offer is for cash at a price per share equal to
the Fund's net asset value per share ("NAV") as of 4:00 p.m., New York City
time, the day after the offer expires (as described below). The Offer is
designed to provide shareholders of the Fund the opportunity to redeem shares
based on their NAV should they wish to do so.
In order to participate, the materials described in the Offer must be
delivered to Mellon Investor Services LLC by 11:59 p.m., New York City time,
June 30, 2005, or such later date to which the Offer is extended (the
"Expiration Date"). The pricing time and date for the Offer is currently
scheduled to be 4:00 p.m. New York City time, July 1, 2005. Should the Offer
be extended beyond June 30, 2005, the pricing date will be the next business
day following the newly designated Expiration Date. The amount to be paid per
share will be the NAV of the Common Stock as of 4:00 p.m. New York City time
on the pricing date. Shareholders who choose to participate in the Offer can
expect payments for shares tendered and accepted to be mailed within
approximately ten business days after the Expiration Date. The Fund will
charge a per account fee of $25.00 ("Service Fee") for each account for which
any shares are tendered and accepted to help defray the costs of conducting
the Offer. Shareholders whose shares are not held of record in the name of a
broker, dealer, commercial bank, trust company or other nominee ("Nominee")
must attach a check or money order for an amount equal to $25.00 with the
Letter of Transmittal. Shareholders whose shares are held of record in the
name of a Nominee should not include a check for the Service Fee; rather, the
Nominee will pay the Service Fee and that firm may bill you separately for
that fee. The Service Fee will be returned to you or the Nominee, as
appropriate, only if the Fund does not accept any of the shares that you have
tendered.
If, after carefully evaluating all of the information set forth in the
Offer, you wish to tender Shares pursuant to the Offer, please follow the
instructions contained in the Offer to Purchase and Letter of Transmittal or,
if your shares are held of record in the name of a broker, dealer, commercial
bank, trust company or other nominee, contact that firm to effect the tender
for you. Shareholders are urged to consult their own investment and tax
advisers and make their own decisions whether to tender any shares and, if so,
how may shares to tender.
As of 4:00 p.m. on Friday, May 27, 2005, the Fund's NAV was $13.33 per share
and 5,985,582 shares were issued and outstanding. The Fund's NAV during the
pendency of this Offer may be obtained by contacting Mellon Investor Services
LLC, the Fund's Depositary and Information Agent, toll free at 1-866-340-1397.
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. THE FUND AND BOARD URGE EACH SHAREHOLDER TO READ AND EVALUATE THE OFFER
AND RELATED MATERIALS CAREFULLY AND MAKE HIS OR HER OWN DECISION. QUESTIONS,
REQUESTS FOR ASSISTANCE AND REQUESTS FOR ADDITIONAL COPIES OF THE OFFER SHOULD
BE DIRECTED TO MELLON INVESTOR SERVICES LLC, AT 1-866-340-1397.
Sincerely,
/s/ Jude T. Driscoll
-----------------------------------------------
Jude T. Driscoll
Chairman, Director, Chief Executive Officer and
President
June 3, 2005
This Page Intentionally Left Blank
OFFER TO PURCHASE
DELAWARE INVESTMENTS GLOBAL DIVIDEND AND INCOME FUND, INC.
OFFER TO PURCHASE FOR CASH 598,558
OUTSTANDING SHARES OF COMMON STOCK
SUMMARY TERM SHEET
THIS SUMMARY HIGHLIGHTS CERTAIN INFORMATION IN THIS OFFER TO PURCHASE. TO
UNDERSTAND THE OFFER FULLY AND FOR A MORE COMPLETE DESCRIPTION OF THE TERMS OF
THE OFFER, YOU SHOULD READ CAREFULLY THIS ENTIRE OFFER TO PURCHASE AND THE
RELATED LETTER OF TRANSMITTAL. WE HAVE INCLUDED SECTION REFERENCES
PARENTHETICALLY TO DIRECT YOU TO A MORE COMPLETE DESCRIPTION IN THE OFFER TO
PURCHASE OF THE TOPICS IN THIS SUMMARY.
WHAT AND HOW MANY SECURITIES IS DELAWARE INVESTMENTS GLOBAL DIVIDEND AND
INCOME FUND, INC. (THE "FUND") OFFERING TO PURCHASE? (SEE SECTION 1, "PRICE;
NUMBER OF SHARES; SERVICE FEE")
The Fund is offering to purchase up to 10%, or 598,558 shares (the "Offer
Amount"), of its shares of Common Stock ("Share" or "Shares"). If the number
of Shares properly tendered and not withdrawn prior to the date and time the
offer expires is less than or equal to the Offer Amount, the Fund will, upon
the terms and subject to the conditions of the offer, purchase all Shares
tendered. If more Shares than the Offer Amount are properly tendered and not
withdrawn prior to the date the offer expires, the Fund will purchase the
Offer Amount on a pro rata basis. Shareholders cannot be assured that all of
their tendered Shares will be repurchased.
HOW MUCH AND IN WHAT FORM WILL THE FUND PAY ME FOR MY SHARES? (SEE SECTION 1,
"PRICE; NUMBER OF SHARES; SERVICE FEE" AND SECTION 4, "PAYMENT FOR SHARES")
The Fund will pay cash for any Shares purchased pursuant to the offer. The
purchase price will equal the net asset value ("NAV") per share, as of 4:00
p.m., New York City time, on July 1, 2005, unless the offer is extended. As of
May 27, 2005, the Fund's NAV was $13.33 per Share. Of course, the NAV can
change every business day.
WHEN DOES THE OFFER EXPIRE? CAN THE FUND EXTEND THE OFFER, AND IF SO, WHEN
WILL THE FUND ANNOUNCE THE EXTENSION? (SEE SECTION 1, "PRICE; NUMBER OF
SHARES; SERVICE FEE" AND SECTION 15, "EXTENSION OF TENDER PERIOD; TERMINATION;
AMENDMENTS")
o The offer expires on Thursday, June 30, 2005, at 11:59 p.m., New York
City time, unless the Fund extends the offer.
o The Fund may extend the offer period at any time. If it does, the Fund
will determine the purchase price on the first business day after the
new expiration date.
o If the offer period is extended, the Fund will make a public
announcement of the extension no later than 9:00 a.m. Eastern time on
the next business day following the previously scheduled expiration
date.
WILL I HAVE TO PAY ANY FEES OR COMMISSIONS? (SEE SECTION 1, "PRICE; NUMBER OF
SHARES; SERVICE FEE," SECTION 4, "PAYMENT FOR SHARES" AND SECTION 16, "FEES
AND EXPENSES")
Yes, a service fee of $25.00 must be paid to the Fund for each account for
which any shares are tendered to help defray certain costs, including the
processing of tender forms, effecting payment, postage and handling. In the
case where none of the Shares you tender are accepted, the Fund will return
the Service Fee.
DOES THE FUND HAVE THE FINANCIAL RESOURCES TO PAY ME FOR MY SHARES? (SEE
SECTION 11, "SOURCE AND AMOUNT OF FUNDS")
Yes. Assuming the Fund purchases 598,558 Shares at the May 27, 2005 NAV of
$13.33 per Share, the Fund's total cost, not including fees and expenses
incurred in connection with the offer, will be approximately $7.98 million.
The Fund intends to first use cash on hand to pay the purchase price for
Shares tendered, and then intends to sell portfolio securities to raise the
additional cash needed for the purchase of the Shares. The Fund will not
borrow money to finance the purchase of Shares in the offer.
(i)
HOW DO I TENDER MY SHARES? (SEE SECTION 2, "PROCEDURES FOR TENDERING SHARES")
If your Shares are registered in the name of a broker, dealer, commercial
bank, trust company or other nominee, you should contact that firm if you wish
to tender your Shares.
All other shareholders wishing to participate in the offer must, prior to
the date and time the offer expires, EITHER:
o Complete and execute the Letter of Transmittal (or facsimile thereof),
together with any required signature guarantees, and any other
documents required by the Letter of Transmittal. You must send these
materials ALONG WITH A $25.00 CHECK OR MONEY ORDER MADE PAYABLE TO
DELAWARE INVESTMENTS GLOBAL DIVIDEND AND INCOME FUND, INC. to Mellon
Investor Services LLC (the "Depositary") at its address set forth on
page (v) of this offer. If you hold certificates for Shares, you must
send the certificates to the Depositary at its address set forth on
page (v) of this offer. If your Shares are held in book-entry form,
you must comply with the Book-Entry Delivery Procedure set forth in
Section 2.C of this offer. In all these cases, the Depositary must
receive these materials prior to the date and time the offer expires.
OR
o Comply with the Guaranteed Delivery Procedure set forth in Section 2.D
of this offer.
The Fund's transfer agent holds Shares in uncertificated form for certain
shareholders pursuant to the Fund's dividend reinvestment plan. When a
shareholder tenders share certificates, the Depositary will accept any of the
shareholder's uncertificated Shares for tender first, and accept the balance
of tendered Shares from the shareholder's certificated Shares.
UNTIL WHAT TIME CAN I WITHDRAW TENDERED SHARES? (SEE SECTION 3, "WITHDRAWAL
RIGHTS")
You may withdraw your tendered Shares at any time before11:59 p.m. New York
City time on the date the offer period expires. In addition, after 11:59 p.m.
New York City time on July 28, 2005, if the Fund has not yet accepted tendered
shares for payment, you may withdraw your tendered shares.
HOW DO I WITHDRAW TENDERED SHARES? (SEE SECTION 3, "WITHDRAWAL RIGHTS")
If you desire to withdraw tendered Shares, you should either:
o Give proper written notice to the Depositary; or
o If your Shares are held of record in the name of a broker, dealer,
commercial bank, trust company or other nominee, contact that firm to
withdraw your tendered Shares.
WILL THERE BE ANY TAX CONSEQUENCES TO TENDERING MY SHARES? (SEE SECTION 2,
"PROCEDURES FOR TENDERING SHARES," SECTION 10, "CERTAIN EFFECTS OF THE OFFER"
AND SECTION 14, "CERTAIN FEDERAL INCOME TAX CONSEQUENCES")
If your tendered Shares are purchased, it will be a taxable transaction
either in the form of a "sale or exchange" or, under certain circumstances, as
a "dividend."
Please consult your tax advisor as to the tax consequences of tendering your
Shares in this offer.
WHAT IS THE PURPOSE OF THE OFFER? (SEE SECTION 6, "PURPOSE OF THE OFFER")
The purpose of the offer is to fulfill a commitment made in the Fund's
prospectus, dated February 25, 1994, by the Board of Directors of the Fund to
conduct a tender offer for Shares of the Fund when, among other things, the
Shares trade at an average discount from NAV of more than 3% for a certain
period of time during any given year. The offer is intended to attempt to
reduce any market discount in the Fund's Shares. There can be no assurance
that the offer will result in the Fund's Shares trading at a price that
approximates or is equal to their NAV.
The Fund's Board of Directors intends to review whether this tender offer
effectively reduces the Fund's market discount and the Board may decide to
make similar offers as described in the Fund's prospectus. In addition, if a
discount to the Fund's NAV persists, the Board may consider alternative
methods of reducing the discount. Therefore, the Fund cannot assure you that
the Fund will make a similar tender offer in the future.
(ii)
Please bear in mind that neither the Fund nor its Board has made any
recommendation as to whether or not you should tender your Shares.
Shareholders are urged to consult their own investment and tax advisers and
make their own decisions whether to tender any Shares and, if so, how many
Shares to tender.
WHAT ARE THE MOST SIGNIFICANT CONDITIONS OF THE OFFER? (SEE SECTION 5,
"CERTAIN CONDITIONS OF THE OFFER")
It is the Board of Directors' policy that the Fund cannot accept Shares
tendered for payment under any one of the following circumstances that, in the
view of the Board of Directors, make it inadvisable to proceed with the offer,
purchase or payment. The following is not a complete list of the conditions to
the offer. For a complete list of the conditions to the offer, please see
Section 5, "Certain Conditions of the Offer" of this offer.
o The Fund would be unable to sell portfolio securities in an orderly
manner and the sale would have an adverse effect on the NAV of the
Fund to the detriment of those shareholders who do not tender their
Shares.
o The offer could impair compliance with U.S. Securities and Exchange
Commission or Internal Revenue Service requirements.
o Trading generally or prices on the New York Stock Exchange or Nasdaq
are suspended or limited.
o The purchase of Shares in the offer would result in the delisting of
the Shares on the New York Stock Exchange.
o In the Board of Directors' judgment, there is any material legal
action or proceeding instituted or threatened, challenging the offer
or otherwise materially adversely affecting the Fund.
o Certain circumstances beyond the Fund's control, including limitations
imposed by federal or state authorities on the extension of credit by
lenders or where banks have suspended payment.
o Circumstances where, in the Board of Directors' judgment, the Fund or
its shareholders may be adversely affected if Shares were purchased in
the offer.
o The Board of Directors determines that the purchase of Shares would be
a breach of their fiduciary duty.
IF I DECIDE NOT TO TENDER, HOW WILL THE OFFER AFFECT MY SHARES? (SEE SECTION
10, "CERTAIN EFFECTS OF THE OFFER" AND SECTION 16, "FEES AND EXPENSES")
If you do not tender your Shares (or if you own Shares following completion
of the offer) you will be subject to any increased risks associated with the
reduction in the Fund's total assets due to the payment for the tendered
Shares. These risks may include greater volatility due to decreased
diversification and proportionately higher expenses. The reduced net assets of
the Fund as a result of the offer may result in less investment flexibility
for the Fund, depending on the number of Shares repurchased, and may have an
adverse effect on the Fund's investment performance.
WHOM DO I CONTACT IF I HAVE QUESTIONS ABOUT THE TENDER OFFER?
For additional information or assistance, you may contact the Depositary
toll-free at 1-866-340-1397 between the hours of 9:00 a.m. and 6:00 p.m.
Eastern time, Monday through Friday, except holidays.
(iii)
DELAWARE INVESTMENTS GLOBAL DIVIDEND AND INCOME FUND, INC.
OFFER TO PURCHASE FOR CASH 598,558
OF ITS ISSUED AND OUTSTANDING SHARES OF
COMMON STOCK AT NET ASSET VALUE PER SHARE
---------------------------------------------------
THE OFFER PERIOD AND WITHDRAWAL RIGHTS
WILL EXPIRE AT 11:59 P.M. NEW YORK CITY TIME
ON JUNE 30, 2005, UNLESS THE OFFER IS EXTENDED.
---------------------------------------------------
To the holders of Common Stock of DELAWARE INVESTMENTS GLOBAL DIVIDEND AND
INCOME FUND, INC.:
Delaware Investments Global Dividend and Income Fund, Inc., a diversified,
closed-end management investment company organized as a Maryland corporation
(the "Fund"), is offering to purchase up to 10%, or 598,558 shares, of its
Common Stock ("Offer Amount"), with par value of $0.01 per share ("Shares"),
for cash at a price (the "Purchase Price") equal to their net asset value
("NAV") as of 4:00 p.m. New York City time on July 1, 2005, or if the offer is
extended, on the next business day after the offer expires. The offer period
and withdrawal rights will expire at 11:59 p.m. New York City time on June 30,
2005 (the "Initial Expiration Date"), unless extended (the Initial Expiration
Date or the latest date to which the Offer is extended, the "Expiration
Date"), upon the terms and subject to the conditions set forth in this Offer
to Purchase and the related Letter of Transmittal (which together constitute
the "Offer"). The Shares are currently traded on the New York Stock Exchange
("NYSE") under the ticker symbol "DGF." The NAV on May 27, 2005 was $13.33 per
Common Share. Through the Expiration Date, you can obtain current NAV
quotations from Mellon Investor Services LLC ("Depositary") by calling
1-866-340-1397 between the hours of 9:00 a.m. and 6:00 p.m. Eastern time,
Monday through Friday, except holidays. Also, see Section 8, "Price Range of
Shares."
The Offer is not conditioned upon the tender of any minimum number of
Shares. If the number of Shares properly tendered and not withdrawn prior to
the Expiration Date is less than or equal to the Offer Amount, the Fund will,
upon the terms and subject to the conditions of the Offer, purchase all Shares
tendered. If more Shares than the Offer Amount are properly tendered and not
withdrawn prior to the Expiration Date, the Fund will, upon the terms and
subject to the conditions of the Offer, purchase the Offer Amount on a pro
rata basis. See Section 1, "Price; Number of Shares; Service Fee."
A $25.00 service fee ("Service Fee") will be charged to each account
tendering Shares in order to help defray certain costs of the tender,
including the processing of tender forms, effecting payment, postage and
handling. When tendering Shares on behalf of their clients, brokers, dealers,
commercial banks, trust companies or other nominees will be required to pay
the Service Fee for Shares tendered by such firm on behalf of each of their
client accounts. The Service Fee will not be deducted from the purchase price.
The fee will be used as an offset to the foregoing costs.
If, after carefully evaluating all of the information set forth in the
Offer, you wish to tender Shares pursuant to the Offer, please either follow
the instructions contained in the Offer and Letter of Transmittal or, if your
Shares are held of record in the name of a broker, dealer, commercial bank,
trust company or other nominee, contact such firm to effect the tender for
you. If you do not wish to tender your Shares, you need not take any action.
(iv)
THIS OFFER IS BEING MADE TO ALL SHAREHOLDERS
OF THE FUND AND IS NOT CONDITIONED UPON ANY
MINIMUM NUMBER OF SHARES BEING TENDERED.
THIS OFFER IS SUBJECT TO CERTAIN CONDITIONS.
SEE SECTION 5, "CERTAIN CONDITIONS OF THE OFFER."
IMPORTANT
NEITHER THE FUND NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO ANY
SHAREHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING ANY OR ALL OF
SUCH SHAREHOLDER'S SHARES. 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 SHARES AND, IF SO, HOW MANY SHARES
TO TENDER.
NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION ON BEHALF OF THE FUND
AS TO WHETHER SHAREHOLDERS SHOULD TENDER SHARES PURSUANT TO THE OFFER. NO
PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THE OFFER OTHER THAN THOSE CONTAINED HEREIN
OR IN THE LETTER OF TRANSMITTAL. IF GIVEN OR MADE, SUCH RECOMMENDATION AND
SUCH INFORMATION AND REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE FUND. THE FUND HAS BEEN ADVISED THAT NO DIRECTOR OR
EXECUTIVE OFFICER OF THE FUND INTENDS TO TENDER ANY SHARES PURSUANT TO THE
OFFER.
Questions and requests for assistance and requests for additional copies of
this Offer to Purchase and the Letter of Transmittal should be directed to the
Depositary at the telephone number set forth below.
Mellon Investor Services LLC
Telephone Number: 1-866-340-1397
Facsimile Number: 1-201-296-4293
By Mail: By Overnight Courier: By Hand:
- -------- --------------------- --------
Mellon Investor Services LLC Mellon Investor Services LLC Mellon Investor Services LLC
Attn: Reorganization Dept. Attn: Reorganization Dept. Attn: Reorganization Dept.
P.O. Box 3301 85 Challenger Road 120 Broadway, 13th Floor
South Hackensack, NJ 07606 Mail Drop - Reorg New York, NY 10271
Ridgefield Park, NJ 07660
June 3, 2005
(v)
TABLE OF CONTENTS
SECTION PAGE
Summary Term Sheet....................................................... (i)
1. Price; Number of Shares; Service Fee..................................... 1
2. Procedures for Tendering Shares.......................................... 2
3. Withdrawal Rights........................................................ 5
4. Payment for Shares....................................................... 5
5. Certain Conditions of the Offer.......................................... 6
6. Purpose of the Offer..................................................... 7
7. Plans or Proposals of the Fund........................................... 7
8. Price Range of Shares.................................................... 7
9. Interest of Directors and Executive Officers;
Transactions and Arrangements Concerning the Shares.................... 8
10. Certain Effects of the Offer............................................. 9
11. Source and Amount of Funds............................................... 10
12. Certain Information about the Fund....................................... 10
13. Additional Information................................................... 11
14. Certain Federal Income Tax Consequences.................................. 11
15. Extension of Tender Period; Termination; Amendments...................... 13
16. Fees and Expenses........................................................ 14
17. Miscellaneous............................................................ 14
1. PRICE; NUMBER OF SHARES; SERVICE FEE.
The Fund will, upon the terms and subject to the conditions of the Offer,
accept for payment (and thereby purchase) up to the Offer Amount or such
lesser number of its issued and outstanding Shares which are properly tendered
(and not withdrawn in accordance with Section 3, "Withdrawal Rights") prior to
the Initial Expiration Date. The Fund reserves the right to extend the Offer
to a later Expiration Date. See Section 15, "Extension of Tender Period;
Termination; Amendments." The later of the Initial Expiration Date or the
latest time and date to which the Offer is extended is hereinafter called the
"Expiration Date." The purchase price of the Shares will be their NAV computed
as of 4:00 p.m. New York City time on July 1, 2005, or if the Offer period is
extended, the next business day following the newly designated Expiration
Date. The NAV on May 27, 2005 was $13.33 per Share. You can obtain current NAV
quotations from the Depositary by calling 1-866-340-1397 during normal
business hours. Shareholders tendering Shares shall be entitled to receive all
dividends declared on or before the Expiration Date, but not yet paid on
Shares tendered pursuant to the Offer. See Section 8, "Price Range of Shares."
The Fund will not pay interest on the purchase price under any circumstances.
The Offer is being made to all shareholders of the Fund and is not
conditioned upon any minimum number of Shares being tendered. If the number of
Shares properly tendered and not withdrawn prior to the Expiration Date is
less than or equal to the Offer Amount, the Fund will, upon the terms and
subject to the conditions of the Offer, purchase all Shares so tendered. If
more Shares than the Offer Amount are properly tendered and not withdrawn
prior to the Expiration Date, the Fund will purchase the Offer Amount on a pro
rata basis.
Shareholders will pay to the Fund a $25.00 Service Fee for each account for
which any Shares are being tendered pursuant to the Offer to help defray
certain costs of the tender, including the processing of tender forms,
effecting payment, postage and handling. Brokers, dealers, commercial banks,
trust companies or other nominees ("Nominee Holder" or "Nominee Holders") will
be required to pay the Service Fee in an amount equal to $25.00 multiplied by
the number of such Nominee Holder's client accounts tendering shares pursuant
to the Offer. Shareholders tendering through a Nominee Holder should consider
that Nominee Holders may charge the Service Fee to the account of tendering
shareholders, at such Nominee Holder's discretion. The Fund expects that the
cost to the Fund of effecting this tender offer will exceed the aggregate of
all Service Fees received from those who tender their Shares. Such excess
costs associated with the tender will be charged against the capital of the
Fund.
The Service Fee will not be deducted from the proceeds of the purchase. Each
shareholder (who does not tender Shares through a Nominee Holder) must pay the
amount of the Service Fee by submitting with the Letter of Transmittal a check
or money order made payable to Delaware Investments Global Dividend and Income
Fund, Inc. for $25.00 for each Fund account. Each Nominee Holder must pay the
amount of the Service Fee by submitting with the Letter of Transmittal a check
or money order made payable to Delaware Investments Global Dividend and Income
Fund, Inc. in an amount equal to $25.00 multiplied by the number of client
accounts represented by such Nominee Holder's Letter of Transmittal. The
Service Fee will be returned to a shareholder or Nominee Holder only in
circumstances where none of the Shares tendered are accepted. Tendering
shareholders will not be obligated to pay transfer taxes on the purchase of
Shares by the Fund, except in the circumstances set forth in Section 4,
"Payment for Shares."
On May 27, 2005, there were approximately 5,985,582 Shares issued and
outstanding and there were approximately 187 holders of record of Shares. The
Fund has been advised that no Directors, officers or affiliates (as such term
is used in Rule 12b-2 under the Securities Exchange Act of 1934, as amended
("Exchange Act")) of the Fund intend to tender any Shares pursuant to the
Offer.
The Fund reserves the right, in its sole discretion, at any time or from
time to time, to extend the period of time during which the Offer is open by
giving oral or written notice of such extension to the Depositary and making a
public announcement thereof. See Section 15, "Extension of Tender Period;
Termination; Amendments." There can be no assurance, however, that the Fund
will exercise its right to extend the Offer. If the Fund decides, in its sole
discretion, to decrease the number of Shares being sought and, at the time
that notice of such decrease is first published, sent or given to holders of
Shares in the manner specified below, the Offer is scheduled to expire at any
time earlier than the tenth business day from the date that such notice is
first so published, sent or given, the Offer will be extended at least until
the end of such ten business day period. During any extension, all Shares
previously tendered and not withdrawn will remain subject to the Offer,
subject to the right of a tendering shareholder to withdraw his or her Shares.
1
2. PROCEDURES FOR TENDERING SHARES.
A. PROPER TENDER OF SHARES.
Shareholders having Shares that are registered in the name of a Nominee
Holder, such as a broker, dealer, commercial bank, trust company or other
nominee, should contact such firm if they desire to tender their Shares.
For Shares to be properly tendered pursuant to the Offer, the following must
occur prior to 11:59 p.m. New York City time on the Expiration Date:
(a) A properly completed and duly executed Letter of Transmittal (or
facsimile thereof), together with any required signature guarantees, (or
an Agent's Message in the case of a book-entry transfer, all as
described in Section 2.C.), payment of the Service Fee and any other
documents required by the Letter of Transmittal, must be transmitted to
and received by the Depositary at its address set forth on page (v) of
this Offer; AND
(b) EITHER the certificates for Shares must be transmitted to and received
by the Depositary at its address set forth on page (v) of this Offer, or
the tendering shareholder must comply with the Book-Entry Delivery
Procedure set forth in Section 2.C; OR
(c) Shareholders must comply with the Guaranteed Delivery Procedure set
forth in Section 2.D.
If the Letter of Transmittal or any certificates or stock powers are signed
by trustees, executors, administrators, guardians, agents, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity, such persons should so indicate when signing and must submit proper
evidence satisfactory to the Fund of their authority to so act.
Letters of Transmittal and certificates representing Shares should be sent
to the Depositary; they should not be sent or delivered to the Fund.
The Fund's transfer agent holds Shares in uncertificated form for certain
shareholders pursuant to the Fund's dividend reinvestment plan. When a
shareholder tenders uncertificated Shares, the Depositary will accept any of
the shareholder's uncertificated Shares for tender first, and accept the
balance of tendered Shares from the shareholder's certificated Shares.
Section 14(e) of the Exchange Act and Rule 14e-4 promulgated thereunder make
it unlawful for any person, acting alone or in concert with others, to tender
Shares in a partial tender offer for such person's own account unless at the
time of tender, and at the time the Shares are accepted for payment, the
person tendering has a net long position equal to or greater than the amount
tendered in (i) Shares, and will deliver or cause to be delivered such Shares
for the purpose of tender to the person making the Offer within the period
specified in the Offer, or (ii) an equivalent security and, upon acceptance of
his or her tender, will acquire Shares by conversion, exchange, or exercise of
such equivalent security to the extent required by the terms of the Offer, and
will deliver or cause to be delivered the Shares so acquired for the purpose
of tender to the Fund prior to or on the Expiration Date. Section 14(e) and
Rule 14e-4 provide a similar restriction applicable to the tender or guarantee
of a tender on behalf of another person.
The acceptance of Shares by the Fund for payment will constitute a binding
agreement between the tendering shareholder and the Fund upon the terms and
subject to the conditions of the Offer, including the tendering shareholder's
representation that (i) such shareholder has a net long position in the Shares
being tendered within the meaning of Rule 14e-4 promulgated under the Exchange
Act and (ii) the tender of such Shares complies with Rule 14e-4.
By submitting the Letter of Transmittal, subject to, and effective upon,
acceptance for payment of the Shares tendered in accordance with the terms and
subject to the conditions of the Offer, in consideration of the acceptance for
payment of such Shares in accordance with the terms of the Offer, the
tendering shareholder shall be deemed to sell, assign and transfer to, or upon
the order of, the Fund all right, title and interest in and to all the Shares
that are being tendered and that are being accepted for purchase pursuant to
the Offer (and any and all dividends, distributions, other Shares or other
securities or rights declared or issuable in respect of such Shares after the
Expiration Date) and irrevocably constitute and appoint the Fund and its
designees the true and lawful agent and attorney-in-fact of the undersigned
with respect to such Shares (and any such dividends, distributions, other
Shares or securities or rights), with full power of substitution (such power
of attorney being deemed to be an irrevocable power coupled with an interest)
to (a) deliver certificates for such Shares (and any such other dividends,
distributions, other Shares or securities
2
or rights) or transfer ownership of such Shares (and any such other dividends,
distributions, other Shares or securities or rights), together, in either such
case, with all accompanying evidences of transfer and authenticity to or upon
the order of the Fund, upon receipt by the Depositary, as the agent of the
tendering shareholder, of the purchase price, (b) present such Shares (and any
such other dividends, distributions, other Shares or securities or rights) for
transfer on the books of the Fund, and (c) receive all benefits and otherwise
exercise all rights of beneficial ownership of such Shares (and any such other
dividends, distributions, other Shares or securities or rights), all in
accordance with the terms of the Offer. Upon such acceptance for payment, all
prior powers of attorney given by the tendering shareholder with respect to
such Shares (and any such dividends, distributions, other Shares, securities
or rights) will, without further action, be revoked and no subsequent powers
of attorney may be given by the tendering shareholder (and, if given, will not
be effective).
By submitting the Letter of Transmittal, and in accordance with the terms
and conditions of the Offer, the tendering shareholder also represents and
warrants that: (a) the tendering shareholder has full power and authority to
tender, sell, assign and transfer the tendered Shares (and any and all
dividends, distributions, other Shares or other securities or rights declared
or issuable in respect of such Shares after the Expiration Date); (b) when and
to the extent the Fund accepts the Shares for purchase, the Fund will acquire
good, marketable and unencumbered title hereto, free and clear of all liens,
restrictions, charges, proxies, encumbrances or other obligations relating to
their sale or transfer, and not subject to any adverse claim; (c) on request,
the tendering shareholder will execute and deliver any additional documents
deemed by the Depositary or the Fund to be necessary or desirable to complete
the sale, assignment and transfer of the tendered Shares (and any and all
dividends, distributions, other Shares or securities or rights declared or
issuable in respect of such Shares after the Expiration Date); and (d) the
tendering shareholder has read and agreed to all of the terms of the Offer,
including this Offer to Purchase and the Letter of Transmittal.
B. SIGNATURE GUARANTEES AND METHOD OF DELIVERY.
Signatures on the Letter of Transmittal are required to be guaranteed if
stock certificates for Fund Shares and/or a check for cash is to be issued in
a name other than the registered owner of such Shares. In those instances, all
signatures on the Letter of Transmittal must be guaranteed by an eligible
guarantor acceptable to the Depositary (an "Eligible Guarantor"). An Eligible
Guarantor includes a bank, broker, dealer, credit union, savings association
or other entity that is a member in good standing of the securities transfer
medallion program, or a bank, broker, dealer, credit union, savings
association or other entity that is an "eligible guarantor institution," as
such term is defined in Rule 17Ad-15 under the Exchange Act. Shareholders
should contact the Depositary for a determination as to whether a particular
institution is such an Eligible Guarantor. If Shares are tendered for the
account of an institution that qualifies as an Eligible Guarantor, signatures
on the Letter of Transmittal are not required to be guaranteed. If the Letter
of Transmittal is signed by a person or persons authorized to sign on behalf
of the registered owner(s), then the Letter of Transmittal must be accompanied
by documents evidencing such authority to sign to the satisfaction of the
Fund.
THE METHOD OF DELIVERY OF ANY DOCUMENTS, INCLUDING CERTIFICATES FOR SHARES,
IS AT THE ELECTION AND RISK OF THE PARTY TENDERING SHARES. IF DOCUMENTS ARE
SENT BY MAIL, IT IS RECOMMENDED THAT THEY BE SENT BY REGISTERED MAIL, PROPERLY
INSURED, WITH RETURN RECEIPT REQUESTED.
C. BOOK-ENTRY DELIVERY PROCEDURE.
The Depositary will establish accounts with respect to the Shares at the
Depository Trust Company (the "Book-Entry Transfer Facility") for purposes of
the Offer by June 9, 2005. Any financial institution that is a participant in
any of the Book-Entry Transfer Facility's systems may make delivery of
tendered Shares by (i) causing such Book-Entry Transfer Facility to transfer
such Shares into the Depositary's account in accordance with such Book-Entry
Transfer Facility's procedure for such transfer; and (ii) causing a
confirmation of receipt of such delivery to be received by the Depositary. The
Book-Entry Transfer Facility may charge the account of such financial
institution for tendering Shares on behalf of shareholders. Notwithstanding
that delivery of Shares may be properly effected in accordance with this
Book-Entry Delivery Procedure, the following must be transmitted to and
received by the Depositary at the appropriate address set forth on page (v) of
this Offer to Purchase before 5:00 p.m. New York City time on the Expiration
Date:
(i) The Letter of Transmittal (or manually signed facsimile thereof), with
signature guarantee, if required, or, in lieu of the Letter of
Transmittal, an Agent's Message (as defined below) in connection with a
book-entry transfer; and
3
(ii) Payment of the Service Fee and all other documents required by the
Letter of Transmittal.
The term "Agent's Message" means a message from the Book-Entry Transfer
Facility transmitted to, and received by, the Depositary forming a part of a
timely confirmation of a book-entry transfer (a "Book-Entry Confirmation"),
which states that the Book-Entry Transfer Facility has received an express
acknowledgment from the Book-Entry Transfer Facility participant tendering the
Shares that are the subject of the Book-Entry Confirmation that: (i) the
Book-Entry Transfer Facility participant has received and agrees to be bound
by the terms of the Letter of Transmittal; and (ii) the Fund may enforce such
agreement against the Book-Entry Transfer Facility participant.
DELIVERY OF DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH
SUCH BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO
THE DEPOSITARY FOR PURPOSES OF THIS OFFER.
D. GUARANTEED DELIVERY PROCEDURE.
If your certificates for Shares are not immediately available or time will
not permit the Letter of Transmittal and other required documents to reach the
Depositary prior to the Expiration Date, you may properly tender Shares if the
following three conditions are met:
(i) You make such tenders by or through an Eligible Guarantor; and
(ii) The Depositary receives, prior to 5:00 p.m. New York City time on
the Expiration Date, a properly completed and duly executed Notice
of Guaranteed Delivery in the form provided by the Fund (delivered
by hand, mail, telegram, telex or facsimile transmission); and
(iii) The certificates for all tendered Shares, or a Book-Entry
Confirmation, together with a properly completed and duly executed
Letter of Transmittal (or, in the case of book-entry transfer, an
Agent's Message in lieu of the Letter of Transmittal), payment of
the Service Fee and any other documents required by the Letter of
Transmittal, are received by the Depositary within three New York
Stock Exchange ("NYSE") trading days after the execution date of the
Notice of Guaranteed Delivery.
E. DETERMINATION 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, whose determination shall be final and binding. The Fund reserves
the absolute right to reject any or all tenders determined by it not to be in
appropriate form or the acceptance of or payment for which may, in the opinion
of the Fund's counsel, be unlawful. Failure to include payment of the Service
Fee with the Letter of Transmittal, or failure of a personal check in payment
of the Service Fee to clear, will be deemed to be an incomplete tender and
will be rejected. The Fund also reserves the absolute right to waive any of
the conditions of the Offer or any defect in any tender with respect to any
particular Shares or any particular shareholder, and the Fund's
interpretations of the terms and conditions of the Offer will be final and
binding. Unless waived, any defects or irregularities in connection with
tenders must be cured within such times as the Fund shall determine. Tendered
Shares will not be accepted for payment unless the defects or irregularities
have been cured within such time or waived. Neither the Fund, the Depositary
nor any other person shall be obligated to give notice of any defects or
irregularities in tenders, nor shall any of them incur any liability for
failure to give such notice.
F. FEDERAL INCOME TAX WITHHOLDING.
To prevent backup federal income tax withholding equal to 28% of the gross
payments made pursuant to the Offer, each shareholder must notify the
Depositary of such shareholder's correct taxpayer identification number (or
certify that such taxpayer is awaiting a taxpayer identification number) and
provide certain other information by completing the Substitute Form W-9
included in the Letter of Transmittal. Foreign shareholders who are
individuals and who have not previously submitted a Form W-8 to the Fund must
do so in order to avoid backup withholding.
For an additional discussion of backup federal income tax withholding as
well as a discussion of certain other federal income tax consequences to
tendering shareholders, see Section 14, "Certain Federal Income Tax
Consequences."
4
3. WITHDRAWAL RIGHTS.
Except as otherwise provided in this Section 3, tenders of Shares made
pursuant to the Offer will be irrevocable. If you desire to withdraw Shares
tendered on your behalf by a broker, dealer, commercial bank, trust company or
other nominee, you may withdraw by contacting that firm and instructing them
to withdraw such Shares. You have the right to withdraw Shares tendered at any
time prior to 11:59 p.m. New York City time on the Expiration Date. In
addition, after 11:59 p.m. New York City time, on July 28, 2005, if the Fund
has not yet accepted tendered Shares for payment, you may withdraw your
tendered Shares. Upon terms and subject to the conditions of the Offer, the
Fund expects to accept for payment properly tendered Shares promptly after the
Expiration Date.
To be effective, a written or facsimile transmission notice of withdrawal
must be timely received by the Depositary at the address set forth on page (v)
of this Offer. Any notice of withdrawal must specify the name of the person
who deposited the Shares to be withdrawn, the number of Shares to be
withdrawn, and the names in which the Shares to be withdrawn are registered.
If certificates have been delivered to the Depositary, the name of the
registered holder and the serial numbers of the particular certificates
evidencing the Shares withdrawn must also be furnished to the Depositary and
the signature on the notice of withdrawal must be guaranteed by an Eligible
Guarantor. If Shares have been delivered pursuant to the Book-Entry Delivery
Procedure set forth in Section 2, "Procedures for Tendering Shares," any
notice of withdrawal must specify the name and number of the account at the
appropriate Book-Entry Transfer Facility to be credited with the withdrawn
Shares (which must be the same name, number, and Book-Entry Transfer Facility
from which the Shares were tendered), and must comply with the procedures of
that Book-Entry Transfer Facility.
All questions as to the form and validity (including time of receipt) of
notices of withdrawal will be determined by the Fund in its sole discretion,
whose determination shall be final and binding. None of the Fund, the
Depositary or any other person is or will be obligated to give any notice of
any defects or irregularities in any notice of withdrawal, and none of them
will incur any liability for failure to give any such notice. Shares properly
withdrawn shall not thereafter be deemed to be tendered for purposes of the
Offer. However, withdrawn Shares may be retendered by following the procedures
described in Section 2, "Procedures for Tendering Shares," prior to 11:59 p.m.
New York City time on the Expiration Date.
4. PAYMENT FOR SHARES.
For purposes of the Offer, the Fund will be deemed to have accepted for
payment (and thereby purchased) Shares that are tendered and not withdrawn
when, as and if it gives oral or written notice to the Depositary of its
acceptance of such Shares for payment pursuant to the Offer. Upon the terms
and subject to the conditions of the Offer, the Fund will, promptly after the
Expiration Date, accept for payment (and thereby purchase) Shares properly
tendered prior to 11:59 p.m. New York City time on the Expiration Date.
Payment for Shares accepted for payment pursuant to the Offer will be made
by the Depositary out of funds made available to it by the Fund. The
Depositary will act as agent for tendering shareholders for the purpose of
effecting payment to the tendering shareholders. In all cases, payment for
Shares tendered and accepted for payment pursuant to the Offer will be made
only after timely receipt by the Depositary of (i) Share certificates
evidencing such Shares or a Book-Entry Confirmation of the delivery of such
Shares, (ii) a properly completed and duly executed Letter of Transmittal (or
a facsimile thereof) or, in the case of a book-entry transfer, an Agent's
Message in lieu of the Letter of Transmittal, (iii) any other documents
required by the Letter of Transmittal, and (iv) payment of the Service Fee.
Accordingly, payment may not be made to all tendering shareholders at the same
time and will depend upon when Share certificates are received by the
Depositary or Book-Entry Confirmations of tendered Shares are received in the
Depositary's account at the Book-Entry Transfer Facility or the clearance of
payment of the Service Fee.
If any tendered Shares are not accepted for payment pursuant to the terms
and subject to the conditions of the Offer for any reason, or are not paid
because of an invalid tender, or if certificates are submitted for more Shares
than are tendered or if a shareholder withdraws tendered shares by a valid
notice of withdrawal (i) certificates for such unpurchased Shares will be
returned, without expense to the tendering shareholder, as soon as practicable
following expiration, termination or withdrawal of the Offer, (ii) Shares
delivered pursuant to the Book-Entry Delivery Procedures will be credited to
the appropriate account maintained within the appropriate Book-Entry Transfer
Facility, and (iii) uncertificated Shares held by the Fund's transfer agent
pursuant to the Fund's dividend reinvestment plan will be returned to the
dividend reinvestment plan account maintained by the transfer agent. The
Service Fee for a particular
5
client account will be returned to the tendering shareholder or Nominee Holder
only in the case where none of the Shares tendered have been accepted for
payment.
The Fund will pay all transfer taxes, if any, payable on the transfer to it
of Shares purchased pursuant to the Offer. If, however, payment of the
purchase price is to be made to, or (in the circumstances permitted by the
Offer) if unpurchased Shares are to be registered in the name of any person
other than the registered holder, or if tendered certificates, if any, are
registered or the Shares tendered are held in the name of any person other
than the person signing the Letter of Transmittal, the amount of any 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. Shareholders tendering Shares shall be entitled to
receive all dividends declared on or before the Expiration Date, but not yet
paid, on Shares tendered pursuant to the Offer. The Fund will not pay any
interest on the purchase price under any circumstances. In addition, if
certain events occur, the Fund may not be obligated to purchase Shares
pursuant to the Offer. See Section 5, "Certain Conditions of the Offer."
Any tendering shareholder or other payee who fails to complete fully and
sign the Substitute Form W-9 in the Letter of Transmittal may be subject to
required federal income tax withholding of 28% of the gross proceeds paid to
such shareholder or other payee pursuant to the Offer. Non-U.S. shareholders
should provide the Depositary with a completed Form W-8 in order to avoid 28%
backup withholding. A copy of Form W-8 will be provided upon request from the
Depositary. See Section 2, "Procedures for Tendering Shares," and Section 14,
"Certain Federal Income Tax Consequences."
5. CERTAIN CONDITIONS OF THE OFFER.
Notwithstanding any other provision of the Offer, it is the announced policy
of the Board of Directors of the Fund, which may be changed by the Directors,
that the Fund cannot accept tenders or effect repurchases if: (1) such
transactions, if consummated, would (a) result in delisting of the Fund's
Shares from the NYSE (the NYSE Listed Company Manual stating that the NYSE
would consider delisting if, among other things, the aggregate market value of
the Fund's outstanding shares is less than $15,000,000 or the number of
publicly held Shares falls below 600,000); (b) impair the Fund's status as a
regulated investment company under the Internal Revenue Code of 1986, as
amended (the "Code") (which would make the Fund subject to U.S. federal income
taxes on all of its income and gains in addition to the taxation of
shareholders who receive distributions from the Fund); or (c) result in a
failure to comply with the applicable asset coverage requirements in the event
any senior securities are issued and outstanding; (2) the amount of Shares
tendered would require liquidation of such a substantial portion of the Fund's
securities that the Fund would not be able to liquidate portfolio securities
in an orderly manner in light of the existing market conditions and such
liquidation would have an adverse effect on the NAV of the Fund to the
detriment of non-tendering shareholders; (3) there is any (a) in the Board of
Directors' judgment, material legal action or proceeding instituted or
threatened challenging such transactions or otherwise materially adversely
affecting the Fund; (b) suspension of or limitation on prices for trading
securities generally on the NYSE or other national securities exchange(s), or
the National Association of Securities Dealers Automated Quotation System
("NASDAQ") National Market System; (c) declaration of a banking moratorium by
Federal or state authorities or any suspension of payment by banks in the
United States or New York State; (d) limitation affecting the Fund or the
issuers of its portfolio securities imposed by federal or state authorities on
the extension of credit by lending institutions; (e) commencement of war,
armed hostilities or other international or national calamity directly or
indirectly involving the United States; or (f) in the Board of Directors'
judgment, other event or condition which would have a material adverse effect
on the Fund or its shareholders if tendered Shares were purchased; or (4) the
Board of Directors determines that effecting any such transaction would
constitute a breach of their fiduciary duty owed to the Fund or its
shareholders. The Directors may modify these conditions in light of
experience.
The Fund reserves the right, at any time during the pendency of the Offer,
to terminate, extend or amend the Offer in any respect. If the Fund determines
to terminate or amend the Offer or to postpone the acceptance for payment of
or payment for Shares tendered, it will, to the extent necessary, extend the
period of time during which the Offer is open as provided in Section 15,
"Extension of Tender Period; Termination; Amendments." Moreover, in the event
any of the foregoing conditions are modified or waived in whole or in part at
any time, the Fund will promptly make a public announcement of such waiver and
may, depending on the materiality of the modification or waiver, extend the
Offer period as provided in Section 15, "Extension of Tender Period;
Termination; Amendments."
6
6. PURPOSE OF THE OFFER.
At the Fund's inception, the Board of Directors recognized the possibility
that the Fund's Shares might trade at a discount to the NAV and determined
that it would be in the best interests of shareholders to take action to
attempt to reduce or eliminate that discount. As stated in the Fund's
Prospectus, dated February 25, 1994 (the "Prospectus"), the Board determined
that tender offers for Shares of the Fund might help reduce any market
discount that may develop, and committed to the Fund, subject to exceptions
detailed in the Prospectus, to conduct an annual tender offer of the Fund's
issued and outstanding Shares if, during the period of twelve calendar weeks
prior to a date in the second quarter designated by the Board, Shares have
traded on the principal securities exchanges where listed at an average
discount from NAV of more than 3% as of the last trading day in each week
during such twelve-week period. Those conditions have been met and the Board
has determined to effect this Offer under Rule 13e-4 of the Exchange Act.
Any Shares acquired by the Fund pursuant to the Offer will thereafter
constitute authorized but unissued shares.
There can be no assurance that this Offer will reduce or eliminate any
spread between market price and the NAV of the Shares. The market price of the
Shares will, among other things, be determined by the relative demand for and
supply of Shares in the market, the Fund's investment performance, the Fund's
dividends and yields and investor perception of the Fund's overall
attractiveness as an investment as compared with other investment
alternatives. Nevertheless, the fact that the Offer is being conducted may
result in more of a reduction in the spread between market price and NAV than
might otherwise be the case. Consistent with their fiduciary obligations, in
addition to the Offer, the Board of Directors will continue to explore
alternative means to reduce or eliminate the Fund's market value discount from
NAV. Therefore, the Fund cannot assure you that it will make a similar tender
offer in the future.
NEITHER THE FUND NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO ANY
SHAREHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING ANY OR ALL OF
SUCH SHAREHOLDER'S SHARES AND HAS NOT AUTHORIZED ANY PERSON TO MAKE ANY SUCH
RECOMMENDATION. 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 SHARES AND, IF SO, HOW MANY SHARES TO TENDER.
7. PLANS OR PROPOSALS OF THE FUND.
Except to the extent described herein, the Fund has no present plans or
proposals, and is not engaged in any negotiations, that relate to or would
result in: any extraordinary corporate transaction, such as a merger,
reorganization or liquidation involving the Fund; any purchase, sale or
transfer of a material amount of assets of the Fund (other than in its
ordinary course of business); any material changes in the Fund's present
capitalization (except as resulting from the Offer or otherwise set forth
herein); or any other material changes in the Fund's structure or business.
8. PRICE RANGE OF SHARES.
The Shares are traded on the NYSE. During each fiscal quarter of the Fund
during the past two fiscal years (as well as the first fiscal quarter of
2005), the high and low NAV and market price per share, as well as the closing
NAV and market price per share as of 4:00 p.m. on the last day of each of the
Fund's fiscal quarters, were as follows:
NAV ($) MARKET PRICE ($)
------- ----------------
FISCAL QUARTER ENDED HIGH LOW CLOSE HIGH LOW CLOSE
- -------------------- ----- ----- ----- ----- ----- -----
February 28, 2003 10.25 9.72 9.81 10.95 9.91 10.27
May 30, 2003 11.22 9.58 11.22 11.99 9.95 11.95
August 29, 2003 11.49 11.02 11.16 12.65 11.15 11.47
November 28, 2003 11.98 11.26 11.98 12.00 11.00 11.90
February 27, 2004 13.03 12.21 12.87 12.87 11.76 12.48
May 28, 2004 13.03 11.69 12.24 12.69 9.90 11.24
August 31, 2004 12.52 12.10 12.43 11.82 10.84 11.74
November 30, 2004 13.59 12.48 13.59 12.99 11.38 12.30
February 28, 2005 14.07 13.54 13.91 13.15 12.13 12.90
7
The Fund has a managed distribution policy. Under the policy, the Fund
declares and pays monthly distributions and is managed with a goal of
generating as much of the distribution as possible from ordinary income (net
investment income and short-term capital gains). The balance of the
distribution then comes from long-term capital gains and, if necessary, a
return of capital. The current annualized rate is $0.96 per share. The Fund
continues to evaluate its monthly distribution in light of ongoing economic
and market conditions and may change the amount of the monthly distribution in
the future. No dividends were designated for tax purposes as return of capital
for the fiscal year ended November 30, 2004. However, the Offer could result
in additional distributions separate from those declared pursuant to the
managed distribution policy due to the sale of portfolio securities in
connection with the Offer. See "Recognition of Capital Gains" in Section 10,
"Certain Effects of the Offer."
Shareholders tendering Shares shall be entitled to receive all dividends
declared on or before the Expiration Date, but not yet paid, on Shares
tendered pursuant to the Offer. At this time, it is anticipated that a cash
dividend will be declared by the Board of Directors with a record date
occurring before the Expiration Date and that, accordingly, holders of Shares
purchased pursuant to the Offer will receive such dividend with respect to
such Shares. The amount and frequency of dividends in the future will depend
on circumstances existing at that time.
9. INTEREST OF DIRECTORS AND EXECUTIVE OFFICERS; TRANSACTIONS AND ARRANGEMENTS
CONCERNING THE SHARES.
The members of the Board of Directors of the Fund are: Jude T. Driscoll
(Chairman), Thomas L. Bennett, John A. Fry, Anthony D. Knerr, Lucinda S.
Landreth, Ann R. Leven, Thomas F. Madison, Janet L. Yeomans and J. Richard
Zechler. Mr. Driscoll is considered an "interested person" of the Fund, as
that term is defined in the Investment Company Act of 1940, as amended (the
"1940 Act"), because of his affiliation with the investment adviser of the
Fund.
The executive officers of the Fund are as follows: Jude T. Driscoll,
President and Chief Executive Officer; Richelle S. Maestro, Executive Vice
President, Chief Legal Officer and Secretary; Michael P. Bishof, Senior Vice
President and Chief Financial Officer; and John J. O'Connor, Senior Vice
President and Treasurer.
Correspondence to the Directors and executive officers of the Fund should be
mailed to c/o Delaware Investments Global Dividend and Income Fund, Inc., 2005
Market Street, Philadelphia, Pennsylvania 19103.
Based upon the Fund's records and upon information provided to the Fund by
its Directors, executive officers and affiliates (as such term is used in Rule
12b-2 under the Exchange Act), as of May 27, 2005, the Directors, executive
officers and their associates (as that term is defined in Rule 12b-2 under the
Exchange Act) of the Fund as a group beneficially owned no Shares. The Fund
has been informed that no Director or executive officer of the Fund intends to
tender any Shares pursuant to the Offer.
Based upon the Fund's records and upon information provided to the Fund by
its Directors, executive officers and affiliates (as such term is used in Rule
12b-2 under the Exchange Act), neither the Fund nor, to the best of the Fund's
knowledge, any of the Directors or executive officers of the Fund, nor any
associates of any of the foregoing, has effected any transactions in the
Shares during the sixty business day period prior to the date hereof.
Except as set forth in this Offer to Purchase, neither the Fund nor, to the
best of the Fund's knowledge, any of its affiliates, Directors or executive
officers, is a party to any contract, arrangement, understanding or
relationship with any other person relating, directly or indirectly, to the
Offer 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 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).
Delaware Management Company (a series of Delaware Management Business Trust)
(the "Adviser") serves as investment adviser to the Fund pursuant to an
investment advisory agreement. Under the investment advisory agreement, the
Adviser provides investment advisory services to the Fund for an annual fee
calculated daily at the rate of 0.70% of the Fund's adjusted average weekly
net assets.
The Fund also is a party to certain other service agreements. The Fund is a
party to an Administration and Accounting Agreement with Delaware Service
Company, Inc. (the "Administrator"), an affiliate of the Adviser. Under the
terms of the Administration and Accounting Agreement as of June 1, 2005, the
Administrator provides accounting and administration services to the Fund for
a monthly fee computed at the annual rate of 0.04% of the Fund's adjusted
average daily net assets. JPMorgan Chase & Co. (formerly, the Chase Manhattan
Bank, N.A.) serves as custodian for the
8
Fund's portfolio securities pursuant to the Custodian Agreement entered into
with the Fund. Under the Custodian Agreement, the Fund is obligated to pay a
fee that varies based on the amount of the Fund's assets that are invested in
various countries, plus trading fees and other out-of-pocket expenses. For the
fiscal year ended November 30, 2004, the Fund paid $27,745 in custodian fees.
The Fund is a party to a transfer agency agreement with Mellon Investor
Services LLC. Pursuant to this transfer agency agreement, the Fund is
obligated to pay Mellon Investor Services LLC a monthly fee equal to $1,102
plus out-of-pocket expenses for the services it provides as transfer agent,
dividend disbursing agent and registrar for the Fund.
The Fund is also party to a $25,000,000 Credit Agreement ("Credit
Agreement") with JPMorgan Chase & Co., which is used for the purpose of
financing additional portfolio securities for the Fund. The Credit Agreement
provides the Fund with a $25 million revolving line of credit, subject to a
variable interest rate.
10. CERTAIN EFFECTS OF THE OFFER.
Effect on NAV and Consideration Received by Tendering Shareholders. To pay
the aggregate purchase price of Shares accepted for payment pursuant to the
Offer, the Fund anticipates that funds will be first derived from any cash on
hand and then from the proceeds from the sale of portfolio securities held by
the Fund. If the Fund is required to sell a substantial amount of portfolio
securities to raise cash to finance the Offer, the market prices of the Fund's
portfolio securities, and hence the Fund's NAV, may decline. If such a decline
occurs, the Fund cannot predict what its magnitude might be or whether such a
decline would be temporary or continue to or beyond the Expiration Date.
Because the price per Share to be paid in the Offer will be dependent upon the
NAV per Share as determined on the first business day after the Expiration
Date, if such a decline continued to the Expiration Date, the consideration
received by tendering shareholders would be reduced more than it otherwise
might. In addition, the sale of portfolio securities will cause increased
brokerage and related transaction expenses, and the Fund may receive proceeds
from the sale of portfolio securities less than their valuations by the Fund.
Accordingly, because of the Offer, the Fund's NAV per Share may decline more
than it otherwise might, thereby reducing the amount of proceeds received by
tendering shareholders and the value per Share for non-tendering shareholders.
The Fund will sell portfolio securities during the pendency of the Offer to
raise cash for the purchase of Shares. Thus, it is likely that during the
pendency of the Offer, and possibly for a short time thereafter, the Fund will
hold a greater than normal percentage of its net assets in cash and cash
equivalents. This large cash position may interfere with the Fund's ability to
meet its investment objective. The Fund is required by law to pay for tendered
Shares it accepts for payment promptly after the Expiration Date of this
Offer. Because the Fund will not know the number of Shares tendered until the
Expiration Date, the Fund will not know until the Expiration Date the amount
of cash required to pay for such Shares. If on or prior to the Expiration Date
the Fund does not have, or believes it is unlikely to have, sufficient cash to
pay for all Shares tendered, it may extend the Offer to allow additional time
to sell portfolio securities and raise sufficient cash.
Recognition of Capital Gains. As noted, the Fund will likely be required to
sell portfolio securities pursuant to the Offer. If the Fund's tax basis for
the securities sold is less than the sale proceeds, the Fund will recognize
capital gains. The Fund would expect to distribute any such gains to
shareholders of record (reduced by net capital losses realized during the
fiscal year, if any, and available capital loss carry-forwards) following the
end of the Fund's fiscal year on November 30. This recognition and
distribution of gains, if any, would have two negative consequences: first,
shareholders at the time of a declaration of distributions would be required
to pay taxes on a greater amount of capital gain distributions than otherwise
would be the case; and second, to raise cash to make the distributions, the
Fund might need to sell additional portfolio securities, thereby possibly
being forced to realize and recognize additional capital gains. It is
impossible to predict what the amount of unrealized gains or losses would be
in the Fund's portfolio at the time that the Fund is required to liquidate
portfolio securities (and hence the amount of capital gains or losses that
would be realized and recognized). As of December 31, 2004, there was
unrealized appreciation of over $20.6 million in the Fund's portfolio as a
whole, and as of the end of the most recent fiscal year, there were capital
loss carry-forwards in the amount of $2,397,689, that for tax purposes could
offset some or all of any gains actually realized.
In addition, some of the distributed gains may be realized on securities
held for one year or less, which would generate income taxable to the
shareholders at ordinary income rates. This could adversely affect the Fund's
performance.
9
Tax Consequences of Repurchases to Shareholders. The Fund's purchase of
tendered Shares pursuant to the Offer will have tax consequences for tendering
shareholders but should not result in any tax consequences for non-tendering
shareholders, except as described above. See Section 14, "Certain Federal
Income Tax Consequences."
Effect on Remaining Shareholders, Higher Expense Ratio and Less Investment
Flexibility. The purchase of Shares by the Fund pursuant to the Offer will
have the effect of increasing the proportionate interest in the Fund of
non-tendering shareholders. All shareholders remaining after the Offer will be
subject to any increased risks associated with the reduction in the Fund's
aggregate assets resulting from payment for the tendered Shares, such as
greater volatility due to decreased diversification and proportionately higher
expenses. The reduced net assets of the Fund as a result of the Offer may
result in less investment flexibility for the Fund, depending on the number of
Shares repurchased, and may have an adverse effect on the Fund's investment
performance.
Effect on Percentage of Illiquid and Restricted Securities in the Fund's
Portfolio. As of May 27, 2005, the Fund held no illiquid or restricted
securities. Therefore, if the Fund does not purchase any such securities prior
to the Expiration Date, the Offer and the number of Shares purchased pursuant
to the Offer, will not increase the portion of illiquid securities in the
portfolio.
Possible Proration. If greater than 10% of the Fund's Shares are tendered
pursuant to the Offer, the Fund would, upon the terms and subject to the
conditions of the Offer, purchase Shares tendered on a pro rata basis.
Accordingly, shareholders cannot be assured that all of their tendered Shares
will be repurchased.
Effect on Credit Agreement. As a result of the decline in Fund assets due
to the Tender Offer, the Fund anticipates that it will be required to reduce
the amount of leverage it employs through the Credit Agreement. This will
require the sale of additional portfolio securities and a further reduction in
the Fund's assets, with the attendant consequences discussed above.
THE OFFER MAY HAVE CERTAIN ADVERSE CONSEQUENCES FOR TENDERING AND NON-TENDERING
SHAREHOLDERS.
11. SOURCE AND AMOUNT OF FUNDS.
The actual cost to the Fund cannot be determined at this time because the
number of Shares to be purchased will depend on the number tendered, and the
price will be based on the NAV per Share on the business day after the
Expiration Date. If the NAV per Share on that date were the same as the NAV
per Share on May 27, 2005, and if 10% of the outstanding Shares are purchased
pursuant to the Offer, the estimated cost to the Fund, not including fees and
expenses incurred in connection with the Offer, would be approximately $7.98
million.
The monies to be used by the Fund to purchase Shares pursuant to the Offer
will be first obtained from any cash on hand and then from the proceeds of
sales of securities in the Fund's investment portfolio. The Directors believe
that the Fund has sufficient liquidity to purchase the Shares that may be
tendered pursuant to the Offer. However, if, in the judgment of the Directors,
there is not sufficient liquidity of the assets of the Fund to pay for
tendered Shares, the Fund may terminate the Offer. See Section 5, "Certain
Conditions of the Offer." The Fund will not borrow money or undertake any
other alternative arrangements to finance the purchase of tendered Shares.
12. CERTAIN INFORMATION ABOUT THE FUND.
The Fund was organized as a Maryland corporation on September 22, 1993, and
is a diversified, closed-end management investment company registered under
the 1940 Act. The Shares were first issued to the public on February 25, 1994.
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 and does not continuously offer its Shares
for sale to the public. The Fund's primary investment objective is to seek
high current income. Capital appreciation is a secondary objective. The Fund
seeks to achieve its objectives by investing, under normal circumstances, at
least 50 percent of its total assets in income-generating equity securities,
including dividend-paying common stocks, convertible securities, preferred
stocks, and other equity-related securities of U.S. and foreign issuers. Up to
50 percent of the Fund's total assets may be invested in non-convertible debt
securities consisting primarily of government and high-yield, high-risk
corporate bonds of U.S. and foreign issuers.
The principal executive offices of the Fund are located at 2005 Market
Street, Philadelphia, Pennsylvania 19103.
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13. ADDITIONAL INFORMATION.
The Fund is subject to the information and reporting requirements of the
1940 Act and in accordance therewith is obligated to file reports and other
information with the Securities and Exchange Commission (the "Commission")
relating to its business, financial condition and other matters. The Fund has
also filed an Issuer Tender Offer Statement on Schedule TO with the
Commission. Such reports and other information are available for inspection at
the public reference room at the Commission's office, 450 Fifth Street, N.W.,
Judiciary Plaza, Washington, D.C. Copies may be obtained, by mail, upon
payment of the Commission's customary charges, by writing to its principal
office at 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549.
Such reports and other information are also available on the Commission's web
site (http://www.sec.gov).
14. CERTAIN FEDERAL INCOME TAX CONSEQUENCES.
The following discussion is a general summary of the U.S. federal income tax
consequences of a sale of Shares pursuant to the Offer. Shareholders should
consult their own tax advisers regarding the tax consequences of a sale of
Shares pursuant to the Offer, as well as the effects of state, local and
foreign tax laws. See also "Federal Income Tax Withholding," in Section 2.F.
Federal Income Tax Consequences to Non-Tendering Shareholders. The tender
offer plan described in the Prospectus contemplates that a shareholder wishing
to accept the tender offer must tender all (but not less than all) of the
Shares owned by such shareholder or attributed to it under Section 318 of the
Code, unless the Fund has received a private letter ruling from the Internal
Revenue Service that a tender of less than all of a shareholder's Shares will
not cause non-tendering shareholders to realize constructive distributions on
their Shares under Section 305 of the Code. The Fund applied for and has
obtained such a ruling and, therefore, the Fund will accept tenders of less
than all of a shareholder's Shares. If the Fund determines to conduct another
tender offer in the future, the Fund may, in its discretion, choose not to
accept tenders of less than all of a shareholder's Shares.
Federal Income Tax Consequences to Tendering Shareholders -- U.S. Shareholders.
In General. A shareholder's tender of all or a part of its Shares for cash
pursuant to the Offer will be a taxable transaction for federal income tax
purposes. The tax consequences of the sale will be determined in part under
the stock redemption rules of Section 302 of the Code. The amount and
characterization of income recognized by a shareholder in connection with a
sale pursuant to the Offer will depend on whether the sale is treated as an
"exchange" or a "dividend" for tax purposes.
Treatment as an Exchange. If the redemption qualifies under any of the
provisions of Section 302(b) of the Code, as more fully described below, the
cash received pursuant to the Offer will be treated as a distribution from the
Fund in exchange for the Shares sold. The treatment accorded to such an
exchange results in a shareholder's recognizing gain or loss equal to the
difference between (a) the cash received by the shareholder pursuant to the
Offer and (b) the shareholder's adjusted tax basis in the Shares surrendered.
Assuming the Shares are held as capital assets, such recognized gain or loss
will be capital gain or loss. If the Shares were held longer than one year,
such capital gain or loss will be long-term. Under certain "wash sales" rules,
recognition of a loss on Shares sold pursuant to the Offer will ordinarily be
disallowed to the extent a shareholder acquires Shares within 30 days before
or after the date 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.
Treatment as a Dividend. If none of the provisions under Section 302(b) of
the Code outlined below are satisfied, a shareholder will be treated as having
received a dividend taxable as ordinary income in an amount equal to the
entire amount of cash received by the shareholder for its Shares pursuant to
the Offer to the extent the Fund has current and/or accumulated earnings and/
or profits. Any amounts treated as distributions to shareholders in excess of
the Fund's current and accumulated earnings and profits will be treated as a
return of capital to such shareholders to the extent of their basis in their
Shares and then as capital gain (which will be long-term or short-term
depending on such shareholder's applicable holding period for the Shares
tendered).
Each shareholder's tax adviser should determine whether that shareholder
qualifies under one of the provisions of Section 302(b) of the Code. In the
event that the transaction is treated as a dividend distribution to a
shareholder for federal income tax purposes, such shareholder's remaining tax
basis in the Shares actually redeemed will be added to the tax basis of such
shareholder's remaining Shares in the Fund. In the event that a shareholder
actually owns no Shares
11
in the Fund after the redemption, but the transaction is nevertheless treated
as a dividend distribution because such shareholder constructively owns Shares
in the Fund (see below), such shareholder's tax basis should be added to
Shares in the Fund owned by related persons that were considered
constructively owned by such shareholder.
Constructive Ownership of Stock. In determining whether the provisions
under Section 302(b) of the Code, as described below, are satisfied, a
shareholder must take into account not only Shares actually owned by such
shareholder, but also Shares that are constructively owned within the meaning
of Section 318 of the Code. Under Section 318 of the Code, a shareholder may
constructively own Shares actually owned, and in some cases constructively
owned, by certain related individuals and certain entities in which the
shareholder or a related individual or entity has an interest. The rules of
constructive ownership are complex and must be applied to a particular
shareholder's situation by a tax adviser.
The Provisions of Section 302(b) of the Code. Under Section 302(b) of the
Code, a redemption will be taxed as an exchange, and not as a dividend, if it
(a) results in a "complete redemption" of all the Shares owned by a
shareholder, (b) is "substantially disproportionate" with respect to a
shareholder, or (c) is "not essentially equivalent to a dividend" with respect
to a shareholder. Each shareholder should be aware that, under certain
circumstances, sales, purchases, or transfers of Shares in the market or to or
from other parties contemporaneous with sales pursuant to the Offer may be
taken into account in determining whether the tests under clause (a), (b), or
(c) above are satisfied. Further, the Fund believes that in the event the
Offer is oversubscribed, resulting in a proration, it is likely that less than
all the Shares tendered by a shareholder will be purchased by the Fund.
Proration may affect whether a sale by a shareholder will satisfy the
provisions (a), (b), or (c) above.
A brief description of the three major provisions of Section 302(b) of the
Code is as follows:
1. A Complete Redemption of Interest. The receipt of cash by a shareholder
will result in a "complete redemption" of all the Shares owned by the
shareholder within the meaning of Section 302(b)(3) of the Code if either (i)
all the Shares actually and constructively owned by the shareholder are sold
pursuant to the Offer or (ii) all the Shares actually owned by the shareholder
are sold pursuant to the Offer, the only Shares the shareholder constructively
owns are actually owned by such shareholder's family members, and the
shareholder is eligible to waive and effectively waives, under procedures
described in Section 302(c) of the Code, such constructive ownership.
2. A Substantially Disproportionate Redemption. The receipt of cash by a
shareholder will be "substantially disproportionate" with respect to such
shareholder within the meaning of Section 302(b)(2) of the Code if the
percentage of the total outstanding Shares actually and constructively owned
by the shareholder immediately following the sale of Shares pursuant to the
Offer is less than 80 percent of the percentage of the total outstanding
Shares actually and constructively owned by such shareholder immediately
before such sale.
3. Not Essentially Equivalent to a Dividend. Even if a sale by a
shareholder fails to meet the "complete redemption" or "substantially
disproportionate" tests, a shareholder may nevertheless meet the "not
essentially equivalent to a dividend" test. Whether a specific redemption is
"not essentially equivalent to a dividend" depends on the individual
shareholder's facts and circumstances. In any event, the redemption must
result in a "meaningful reduction" of the shareholder's proportionate interest
in the Fund. The Internal Revenue Service has indicated in published rulings
that, in the case of a minority shareholder in a publicly held corporation
whose relative stock investment in the corporation was minimal and who
exercised no control over corporate affairs, a small reduction in the
percentage ownership interest of such shareholder in such corporation (from
..000118 percent to .0001081 percent) was sufficient to constitute a
"meaningful reduction." Shareholders seeking to rely on this test should
consult their own tax advisers as to the application of this particular
standard to their own situations.
Federal Income Tax Consequences to Tendering Shareholders -- Non-U.S.
Shareholders.
Any payments to a tendering shareholder who is a nonresident alien
individual, a foreign trust or estate or a foreign corporation (as such terms
are defined in the Code) that does not hold its shares in connection with a
trade or business conducted in the United States (a "Foreign Shareholder")
that are treated as dividends for U.S. federal income tax purposes under the
rules set forth above, will be subject to U.S. withholding tax at the rate of
30% (unless a reduced rate applies under an applicable tax treaty). A
tendering Foreign Shareholder who realizes a capital gain on a tender of
Shares will not be subject to U.S. federal income tax on such gain, unless the
Shareholder is an individual who is physically present in the U.S. for 183
days or more and certain other conditions are satisfied. Such persons are
advised to consult their own tax advisers. Special rules may also apply in the
case of Foreign Shareholders that are: (i) engaged in
12
a U.S. trade or business; (ii) former citizens or residents of the U.S.; or
(iii) subject to special rules such as "controlled foreign corporations" and
"foreign personal holding companies." Such persons are advised to consult
their own tax advisers.
Non-U.S. shareholders have special U.S. tax certification requirements to
avoid backup withholding at a rate of 28%, and if applicable, to obtain the
benefit of any income tax treaty between the non-U.S. shareholder's country of
residence and the United States. To claim these tax benefits, the non-U.S.
shareholder must provide the Depositary with a properly completed Form W-8BEN
(or other Form W-8, where applicable, or their substitute forms) to establish
his or her status as an non-U.S. shareholder, to claim beneficial ownership
over Shares, and to claim, if applicable, a reduced rate of or exemption from
withholding tax under the applicable treaty.
Backup Withholding.
The Depositary may be required to withhold 28% of the gross proceeds paid to
a shareholder or other payee pursuant to the Offer unless either: (a) the
shareholder has completed and submitted to the Depositary the Substitute Form
W-9 included in the Letter of Transmittal, providing the shareholder's
taxpayer identification number/social security number and certifying under
penalties of perjury: (i) that such number is correct, and (ii) either that
(A) the shareholder is exempt from backup withholding, (B) the shareholder has
not been notified by the Internal Revenue Service that the shareholder is
subject to backup withholding as a result of an under-reporting of interest or
dividends, or (C) the Internal Revenue Service has notified the shareholder
that the shareholder is no longer subject to backup withholding; or (b) an
exception applies under applicable law and Treasury regulations.
THE U.S. FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS A SUMMARY INCLUDED
FOR GENERAL INFORMATION PURPOSES ONLY. IN VIEW OF THE INDIVIDUAL NATURE OF TAX
CONSEQUENCES, EACH SHAREHOLDER IS ADVISED TO CONSULT ITS OWN TAX ADVISER WITH
RESPECT TO THE SPECIFIC TAX CONSEQUENCES TO IT OF THE OFFER, INCLUDING THE
EFFECT AND APPLICABILITY OF STATE, LOCAL, FOREIGN AND OTHER TAX LAWS AND THE
POSSIBLE EFFECTS OF CHANGES IN FEDERAL OR OTHER TAX LAWS.
15. EXTENSION OF TENDER PERIOD; TERMINATION; AMENDMENTS.
The Fund reserves the right, at any time and from time to time, to extend
the period of time during which the Offer is pending by making a public
announcement thereof. In the event that the Fund so elects to extend the
tender period, the NAV for the Shares tendered will be computed as of 4:00
p.m. New York City time on the first business day following the Expiration
Date, as extended. During any such extension, all Shares previously tendered
and not purchased or withdrawn will remain subject to the Offer. The Fund also
reserves the right, at any time and from time to time up to and including the
Expiration Date, to (a) terminate the Offer and not to purchase or pay for any
Shares or, subject to applicable law, postpone payment for Shares upon the
occurrence of any of the conditions specified in Section 5, "Certain
Conditions of the Offer"; and (b) amend the Offer in any respect by making a
public announcement thereof. Such public announcement will be issued no later
than 9:00 a.m. Eastern time on the next business day after the previously
scheduled Expiration Date and will disclose the approximate number of Shares
tendered as of that date. Without limiting the manner in which the Fund may
choose to make a public announcement of extension, termination or amendment,
except as provided by applicable law (including Rule 13e-4(d)(2), Rule
13e-4(e)(3), and Rule 14e-1(d) under the Exchange Act), the Fund shall have no
obligation to publish, advertise or otherwise communicate any such public
announcement.
If the Fund materially changes the terms of the Offer or the information
concerning the Offer, or if it waives a material condition of the Offer, the
Fund will extend the Offer to the extent required by Rules 13e-4(d)(2) and
13e-4(e)(3) promulgated under the Exchange Act. These rules require that the
minimum period during which an 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 on the facts and circumstances, including the relative materiality of
such terms or information. If (i) the Fund increases or decreases the price to
be paid for Shares, or the Fund increases or decreases the number of Shares
being sought and (ii) the Offer is scheduled to expire at any time earlier
than the expiration of a period ending on the tenth business day from, and
including, the date that notice of such increase or decrease is first
published, sent or given, the Offer will be extended at least until the end of
such ten business day period.
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16. FEES AND EXPENSES.
The Fund will not pay to any broker or dealer, commercial bank, trust
company or other person any solicitation fee for any Shares purchased pursuant
to the Offer. The Fund will reimburse such persons for customary handling and
mailing expenses incurred in forwarding the Offer. No such broker, dealer,
commercial bank or trust company has been authorized to act as the agent of
the Fund or the Depositary for purposes of the Offer.
The Fund has retained Mellon Investor Services LLC to act as Depositary and
Information Agent. The Fund will pay the Depositary/Information Agent
reasonable and customary compensation for its services and will also reimburse
the Depositary/Information Agent for certain out-of-pocket expenses and
indemnify it against certain liabilities. The Fund will use the Service Fees
it receives to offset the fees charged by the Depositary.
17. MISCELLANEOUS.
The Offer is not being made to, nor will the Fund accept tenders from,
owners of Shares in any jurisdiction in which the Offer or its acceptance
would not comply with the securities or Blue Sky laws of such jurisdiction.
The Fund is not aware of any jurisdiction in which the making of the Offer or
the tender of Shares would not be in compliance with the laws of such
jurisdiction. However, the Fund reserves the right to exclude holders in any
jurisdiction in which it is asserted that the Offer cannot lawfully be made.
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 exclusions of
holders residing in such jurisdiction is permitted under Rule 13e-4(f)(9)
promulgated under the Exchange Act.
Delaware Investments Global Dividend and Income Fund, Inc.
June 3, 2005
14