SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [ ]
Filed by a party other than the Registrant [X]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12
THE INDIA FUND, INC.
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(Name of Registrant as Specified In its Charter)
LAXEY PARTNERS LIMITED
THE VALUE CATALYST FUND LIMITED
LP VALUE LIMITED
LAXEY UNIVERSAL VALUE L.P.
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials:
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[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
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(4) Date Filed:
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LAXEY PARTNERS LTD
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Stanley House o 7-9 Market Hill o Douglas o Isle of Man IM1 2BF
Tel. 01624 690900 Fax. 01624 690901
Dear Fellow Stockholder of The India Fund, Inc. (the "Fund"):
Laxey Partners Limited is seeking your support in voting (i) AGAINST
the Fund's director nominees, (ii) AGAINST the approval of a new management
agreement between Advantage Advisers, Inc. and the Fund (the "New Management
Agreement"), (iii) AGAINST the approval of a new country agreement between
Advantage Advisers, Inc. and Imperial Investment Advisers Private Limited (the
"New Country Agreement"), and (iv) AGAINST the approval of a fundamental policy
to adopt an interval fund structure, as proposed by the Fund's Board of
Directors, at the Fund's 2003 Annual Meeting of Stockholders (the "Annual
Meeting").
We are the manager of The Value Catalyst Fund Limited, Laxey Universal
Value LP and LP Value Limited and, through such entities and unaffiliated third
party discretionary accounts, we are a sizable beneficial owner of shares of the
Fund. We believe that our share ownership directly aligns our interests with
those of a majority of the Fund's stockholders. As of the date of this Proxy
Statement, we beneficially own approximately 1.6% of the Fund's outstanding
shares of common stock.
We believe that the Fund should explore a variety of strategic
alternatives designed to provide all stockholders, regardless of size, with
regular opportunities to realize at least 98% of net asset value ("NAV") for
their shares. We believe the Fund's actions to date are insufficient to
meaningfully maximize opportunities for stockholders of the Fund to realize 98%
of NAV for their shares on a regular basis.
THE FUND'S PROPOSED INTERVAL REPURCHASE STRUCTURE IS TOO VAGUE TO BE TRULY
EFFECTIVE IN MAXIMIZING STOCKHOLDER VALUE
On February 4, 2003, the Fund announced its intention to adopt an
interval fund structure. According to the Fund's proposed program, the Fund
would commit to at least two repurchase offers each fiscal year and each
repurchase offer would be for amounts between 5% to 25% of the Fund's
outstanding shares, at the Board's discretion, at a then-undetermined price. We
believe that the Fund's proposed repurchase structure lacks the requisite
specificity and level of commitment necessary to guarantee a full, fair price to
holders who sell their Fund shares. We have been involved in other closed-end
country funds that promised similar repurchase structures and, once approved by
their stockholders, those funds reduced or eliminated the repurchase commitment.
Given our experience, we determined that we could not approve the Fund's
proposed repurchase structure without a commitment by the Fund to provide real
value to the Fund's stockholders. We believe that the Fund's proposal was too
vague to provide any meaningful value.
On February 19, 2003, we wrote to the Fund confirming our belief that
stockholders' interests would be better served by having at least four
repurchase offers annually; that each repurchase offer should be for a minimum
of 25% of the Fund's outstanding securities; and that
each such offer be at not less than 98% of NAV. Subsequent to our letter and a
follow-up conversation with the Board, the Fund agreed to change the interval
structure such that each repurchase offer would be not less than 98% of NAV, but
refused to commit to any increased frequency or further specificity to its
proposed repurchase structure, citing among other things that the Securities and
Exchange Commission (the "SEC") would not permit a range narrower than 5-25%.
We have engaged in discussions with the SEC in which the SEC indicated that a
narrower range would be acceptable. Without a higher level of specificity and
commitment in the interval repurchase program (we would suggest a 20-25% range
at least semi-annually), we do not believe that the current Board will apply the
Fund's program in any such manner to create a meaningful improvement in
stockholder value or liquidity.
We are concerned that, as we have experienced in other similar
investments, actual repurchases will be at or near the minimum levels permitted
by the structure proposed by the Fund and that, therefore, the proposed
structure will not provide adequate protection for the Fund's stockholders or
meaningfully address the persistent deep discount from NAV, which has been as
high as 40% over the past three years. Laxey therefore believes that stockholder
interests would be best served if the Fund's stockholders voted AGAINST the
Fund's proposed interval fund structure. This would send a clear message to the
Board that the stockholders desire the adoption of a more effective mechanism
that would provide true stockholder value and liquidity.
THE FUND'S CURRENT BOARD OF DIRECTORS AND ITS ADVISORS HAVE NOT BEEN EFFECTIVE
IN ADDRESSING THE CONCERNS OF STOCKHOLDERS
Laxey is also soliciting proxies AGAINST the Fund's director nominees,
AGAINST the New Management Agreement and AGAINST the New Country Agreement
because Laxey believes that the Board and Advantage Advisers, Inc. have not been
effective in seeking to reduce the discount from NAV of the shares of the Fund.
Perhaps we are too cynical, but we suspect that the repurchase program was
introduced as a result of the need to approve the New Management Agreement and
the New Country Agreement. After the vote, the Board could determine to keep the
program running at minimal levels, which would not provide the stockholders with
any true value or liquidity. Therefore, we would vote against these measures
until the Fund demonstrates a real commitment to provide stockholder value and
liquidity than is set forth in the currently proposed repurchase program. Laxey
would further encourage the Fund to not only propose a revised interval
repurchase program but also solicit competitive proposals for a new investment
advisor and to hire an independent investment manager who would be committed to
exploring methods to offer stockholders at least 98% of NAV for their shares on
a regular basis. We have discussed with the Fund and its advisors how this might
be achieved and the response has been unsatisfactory. Moreover, the Fund's
current repurchase proposal merely reinforces our belief that the directors are
not serious about addressing the legitimate wishes of a majority of the Fund's
stockholders. The Board's actions demonstrate just how critical it is to elect
directors dedicated to serving stockholder's interests.
The Fund's proposals are included on our GOLD proxy card. You may vote
AGAINST the Fund's proposals by using a GOLD proxy card. A gold proxy card that
is returned to us will be voted as you indicate on it. If a gold proxy card is
returned without a vote indicated thereon, the shares represented thereby will
be voted AGAINST the Fund's proposals. In
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addition, a gold proxy card will be voted in the proxy holders' discretion with
respect to such other matters as may properly come before the meeting.
We believe that the stockholders of the Fund desire an effective
mechanism that would provide them with regular opportunities to maximize value
and seek liquidity for their shares. We believe, however, that the Fund's
proposals fall short of providing a commitment to stockholder value and
liquidity. Our interests are aligned with yours - to maximize stockholder value
and liquidity.
We therefore urge stockholders to vote AGAINST the Fund's proposals and
send the Fund a strong message that you want the Fund to commit to providing
regular opportunities to maximize value and seek liquidity for your shares.
Please sign, date and return the enclosed gold proxy card in the
postage-prepaid envelope that has been provided. You should not return any proxy
card sent to you by the Fund if you wish to vote AGAINST their proposals. If you
have already returned the white proxy card sent to you by the Fund, you have the
right to revoke that proxy by signing, dating and mailing a later-dated gold
proxy card in the envelope provided. If you have any questions, please contact
Mr. Andrew Pegge at +44 1624 690 900.
Thank you for your cooperation in helping to send a strong message to
the Fund to commit to providing regular opportunities to maximize value and seek
liquidity for your shares.
Sincerely yours,
Andrew Pegge
Director
Laxey Partners Limited
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LAXEY PARTNERS LIMITED
PROXY STATEMENT
IN OPPOSITION TO THE
BOARD OF DIRECTORS OF
THE INDIA FUND, INC.
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2003 ANNUAL MEETING OF STOCKHOLDERS
OF
THE INDIA FUND, INC.
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PLEASE SIGN, DATE AND RETURN THE ENCLOSED GOLD PROXY CARD
This proxy statement and the enclosed gold proxy card are being
furnished to stockholders of The India Fund, Inc., a Maryland corporation (the
"Fund" or the "Company"), by Laxey Partners Limited, an Isle of Man company, on
behalf of itself and three of its managed companies, The Value Catalyst Fund
Limited ("Catalyst"), LP Value Limited ("LPV") and Laxey Universal Value L.P.
("LUV" collectively with Laxey Partners Limited, Catalyst and LPV, "Laxey"), in
connection with the solicitation of proxies from stockholders of the Fund (the
"Stockholders") to be used at the 2003 Annual Meeting of Stockholders (the
"Annual Meeting"), including any adjournments or postponements thereof and any
special meeting which may be called in lieu thereof, to vote (i) AGAINST the
Fund's director nominees, (ii) AGAINST the approval of a new management
agreement between Advantage Advisers, Inc. and the Fund (the "New Management
Agreement"), (iii) AGAINST the approval of a new country agreement between
Advantage Advisers, Inc. and Imperial Investment Advisers Private Limited (the
"New Country Agreement"), and (iv) AGAINST the approval of a fundamental policy
to adopt an interval fund structure, as proposed by the Fund's Board of
Directors (the "Board"), at the Annual Meeting.
See Schedule I "Information About Participants" for further information
regarding the participants in this solicitation.
The Fund's principal executive office is located at 622 Third Avenue,
8th Floor, New York, New York 10017. This proxy statement and the enclosed gold
proxy card are first being furnished to the Stockholders on or about March 21,
2003.
The Company has established with the New York Stock Exchange a record
date of February 10, 2003 for determining Stockholders entitled to notice of and
to vote at the Annual Meeting (the "Record Date") and April 23, 2003 as the date
of the Annual Meeting. Stockholders of record at the close of business on the
Record Date will be entitled to one vote at the Annual Meeting for each Share
(as defined herein) held on the Record Date. Laxey, together with all of the
participants in this solicitation, beneficially owns an aggregate of 500,500
Shares of the Fund's Common Stock, par value $0.001 per share ("Shares"), which
represents
approximately 1.6% of the Shares outstanding (based on the most recent Share
information publicly disclosed by the Fund). Laxey and all of the participants
intend to vote all of their Shares AGAINST the Fund's proposals.
THIS SOLICITATION IS BEING MADE BY LAXEY AND NOT ON BEHALF OF THE BOARD
OF DIRECTORS OR MANAGEMENT OF THE FUND.
Laxey is soliciting proxies to vote AGAINST the Fund's proposals to
send a clear message to the Board that Stockholders desire an effective
mechanism that would provide all Stockholders with regular opportunities to
maximize value and seek liquidity for their Shares.
To Laxey's knowledge, there are no other matters scheduled to be voted
upon at the Annual Meeting. In the event other proposals are brought before the
Annual Meeting of which Laxey is not made aware within a reasonable amount of
time prior to the Annual Meeting, the persons named as proxies in the enclosed
gold proxy card will vote on such matters in their discretion.
IMPORTANT!
YOUR VOTE IS IMPORTANT, NO MATTER HOW MANY OR HOW FEW SHARES YOU OWN.
LAXEY URGES YOU TO SIGN, DATE AND RETURN THE ENCLOSED GOLD PROXY CARD TODAY TO
VOTE AGAINST THE FUND'S PROPOSALS.
A VOTE AGAINST THE FUND'S PROPOSALS WILL ENABLE YOU TO SEND A STRONG
MESSAGE TO THE BOARD THAT YOU WANT THE FUND TO COMMIT TO PROVIDING REGULAR
OPPORTUNITIES TO MAXIMIZE VALUE AND SEEK LIQUIDITY FOR YOUR SHARES.
IF YOUR SHARES ARE REGISTERED IN YOUR OWN NAME, PLEASE SIGN AND DATE
THE ENCLOSED GOLD PROXY CARD AND RETURN IT TO LAXEY IN THE ENCLOSED ENVELOPE
TODAY. IF ANY OF YOUR SHARES ARE HELD IN THE NAME OF A BROKERAGE FIRM, BANK,
BANK NOMINEE OR OTHER INSTITUTION ON THE RECORD DATE, ONLY IT CAN VOTE SUCH
SHARES AND ONLY UPON RECEIPT OF YOUR SPECIFIC INSTRUCTIONS. ACCORDINGLY, PLEASE
SIGN, DATE AND RETURN YOUR GOLD PROXY CARD IN THE ENVELOPE PROVIDED AND CONTACT
THE PERSON RESPONSIBLE FOR YOUR ACCOUNT AND INSTRUCT THAT PERSON TO EXECUTE ON
YOUR BEHALF THE GOLD PROXY CARD.
If you have any questions regarding your proxy, or need assistance in
voting your Shares, please call:
Mr. Andrew Pegge
c/o Laxey Partners Limited
Stanley House
7-9 Market Hill
Douglas
Isle of Man IM1 2BF
Call (Collect): +44 1624 690 900
2
APPROVAL OF A FUNDAMENTAL POLICY TO ADOPT THE FUND'S
PROPOSED INTERVAL FUND STRUCTURE
The Board has proposed to adopt a fundamental policy (which cannot be
changed without stockholder approval) to make offers to repurchase its Shares at
semi-annual intervals pursuant to Rule 23c-3 of the Investment Company Act of
1940, as amended (the "1940 Act"). According to the Fund's proposed program, the
Fund would commit to at least two repurchase offers each fiscal year and each
repurchase offer would be for amounts between 5% to 25% of the Fund's
outstanding Shares, at the Board's discretion, at a then-undetermined price.
Although the Fund's proxy statement indicates that the Fund's current
expectation is that repurchase offers would not be for less than 10% of the
Fund's then outstanding Shares, the Fund is not committing to make or maintain,
repurchase offers at a 10% level. Even if the Fund made such a commitment, Laxey
believes that a 10% repurchase offer, made twice per year, is still not
substantial enough to make a meaningful difference to Stockholders in creating
true stockholder value. Laxey believes that the Fund's proposed repurchase
structure lacks the requisite level of commitment necessary to guarantee a full,
fair price to holders who sell their Shares.
In addition, any stated minimum repurchase offer amount should be
included in the Fund's fundamental policy to provide the necessary assurance to
the Fund's Stockholders that the Board is serious in their commitment to
maximizing Stockholder value and liquidity. Although Rule 23c-3 of the 1940 Act
requires that repurchase offer amounts of interval fund structures, as
determined by the Board, to be within prescribed maximum and minimum of 5% to
25% of the Fund's then outstanding equity securities, Laxey believes that, to
provide true liquidity and Stockholder value, the Fund must commit to a narrower
range of specificity in the proposed repurchase offer amount and adopt such
range as part of a fundamental policy in order to provide Stockholders with the
necessary assurance that the proposed interval fund structure will be an
effective mechanism.
On February 19, 2003, Laxey wrote to the Fund confirming its belief
that Stockholders' interests would be better served by having at least four
repurchase offers annually; that each repurchase offer should be for a minimum
of 25% of the Fund's outstanding securities; and that each such offer be at not
less than 98% of net asset value ("NAV"). Subsequent to Laxey's letter and a
follow-up conversation with the Board, the Fund agreed to change the interval
structure such that each repurchase offer would be not less than 98% of NAV, but
has since refused to commit to any increased frequency or further specificity to
its proposed repurchase structure, citing among other things that the Securities
and Exchange Commission (the "SEC") would not permit a range narrower than
5-25%. We have engaged in discussions with the SEC in which the SEC indicated
that a narrower range would be acceptable. Moreover, even the 10% level set
forth in the Fund's proxy statement is couched as a "current expectation."
Without a higher level of specificity and commitment in the interval repurchase
program, Laxey does not believe that the current Board will apply the Fund's
program in any such manner to create a meaningful improvement in stockholder
value or liquidity.
Laxey has been involved in other closed-end country funds that promised
similar repurchase structures and, once approved by their stockholders, those
funds reduced or eliminated the repurchase commitment. Given its experience,
Laxey determined that it could not approve the Fund's proposed repurchase
structure without a commitment by the Fund to provide
3
real value to the Fund's stockholders. Such commitment would require that the
Fund approve a minimum repurchase offer amount of 20% to 25% at least
semi-annually and adopt such levels as part of the Fund's fundamental policy to
be included in the proposed interval Fund structure.
Laxey is concerned that, as it has experienced in other similar
investments, actual repurchases will be at or near the minimum levels permitted
by the structure proposed by the Fund and that, therefore, the proposed
structure will not provide adequate protection for the Fund's Stockholders or
meaningfully address the persistent deep discount from NAV, which has been as
high as 40% over the past three years. Laxey therefore believes that Stockholder
interests would be best served if the Fund's Stockholders voted AGAINST the
Fund's proposed interval fund structure. This would send a clear message to the
Board that the Stockholders desire the adoption of a more effective mechanism
that would provide true Stockholder value and liquidity.
Approval of this fundamental policy to adopt an interval fund structure
requires the affirmative vote of a majority of the outstanding voting securities
of the Fund, which means the affirmative vote of the lesser of (a) 67% or more
of the Shares of the Fund entitled to vote thereon present or represented by
proxy at the Annual Meeting, if the holders of more than 50% of the outstanding
Shares of the Fund entitled to vote thereon are present or represented by proxy,
or (b) more than 50% of the total outstanding Shares of the Fund entitled to
vote thereon. Abstentions and broker non-votes will be counted as Shares present
at the Annual Meeting for quorum purposes but not cast.
ELECTION OF DIRECTORS
Laxey believes that a vote AGAINST the election of the Fund's nominees
represents the best means for the Stockholders to obtain representatives on the
Board who will more accurately reflect the wishes of a majority of the
Stockholders. A vote AGAINST the Fund's nominees sends a clear message to the
existing Board that Stockholders want the Fund to commit to providing regular
opportunities to maximize value and liquidity for the Shares and that the
existing Board has not demonstrated a real commitment to maximize the value of
the Shares.
Laxey believes that the Fund has not been successful in reducing the
discount to NAV at which its Shares continue to trade, which discount has been
as high as 40% over the past three years. On February 4, 2003, the Fund
announced its intention to adopt an interval fund structure. Laxey believed that
the Fund's proposed repurchase structure lacked the requisite specificity and
level of commitment necessary to guarantee a full, fair price to holders who
sell their Fund Shares and set forth its concerns in a letter dated February 19,
2003. Laxey has been involved in other closed-end country funds that promised
similar repurchase structures and, once approved by their Stockholders, those
funds reduced or eliminated the repurchase commitment. Given its experience,
Laxey determined that it could not approve the Fund's proposed repurchase
structure without a commitment by the Fund to provide real value to the Fund's
Stockholders. The Board has refused to publicly make any such commitment.
Laxey is concerned that, as it has experienced in other similar
investments, without a real commitment to a higher level of specificity, actual
repurchases will be at or near the minimum
4
levels permitted by the structure proposed by the Fund and that, therefore, the
proposed structure will not provide adequate protection for the Fund's
Stockholders or meaningfully address the persistent deep discount from NAV.
Laxey therefore believes that Stockholder interests would be best served if the
Fund's Stockholders voted AGAINST the election of the Fund's nominees.
Laxey believes that the Fund needs new directors that will be more
committed than the current members of the Board to urging the Fund to take
prompt action and a vote AGAINST the Fund's nominees will be an important
element in achieving Stockholders' desire to maximize value and liquidity.
The Board of Directors of the Fund is divided into three classes of
directors: Class I, Class II and Class III. At the Annual Meeting, Stockholders
will be asked to elect three Class I directors and one Class III director to
hold office until the 2006 and 2004 Annual Meetings of Stockholders,
respectively, or thereafter when their respective successors are elected and
qualified. The effect of these staggered terms is to limit the ability of other
entities or persons to acquire control of the Fund by delaying the replacement
of a majority of the Board of Directors. In Class I, the terms of Messrs.
Charles F. Barber, Jeswald W. Salacuse and Howard M. Singer expire this year. In
Class III, the term of Messr. J. Marc Hardy will expire this year.
Directors are elected by a plurality of the votes cast by the holders
of Shares of Common Stock of the Fund present in person or represented by proxy
at a meeting with a quorum present. For purposes of the election of directors,
abstentions and broker non-votes will not be considered votes cast, and do not
affect the plurality vote required for directors. Under the bylaws of the Fund,
the presence in person or by proxy of the holders of record of a majority of the
outstanding Shares of the Fund entitled to vote at the Annual Meeting is
required to constitute a quorum at the Annual Meeting.
APPROVAL OF NEW MANAGEMENT AGREEMENT AND NEW COUNTRY AGREEMENT
Laxey is soliciting proxies to vote AGAINST the New Management
Agreement and AGAINST the New Country Agreement because Laxey believes that the
Board as well as Advantage Advisers, Inc. have not been effective in seeking to
reduce the discount from NAV at which the Shares of the Fund continue to trade,
which discount has been as high as 40% over the past three years. Laxey suspects
that the repurchase program was introduced as a result of the need to approve
the New Management Agreement and the New Country Agreement. After the vote, the
Board could determine to keep the program running at minimal levels, which would
not provide the Stockholders with any true value or liquidity. Therefore, we
urge Stockholders to vote against these measures until the Fund demonstrates a
real commitment to provide Stockholder value and liquidity than is set forth in
the currently proposed repurchase program. Laxey would further encourage the
Fund to solicit competitive proposals for a new investment advisor and to hire
an independent investment manager who would be committed to providing
Stockholders with regular opportunities to maximize value and obtain liquidity
for their Shares.
Laxey believes that the Fund needs new investment advisers that will be
more committed than the current investment advisers to urging the Fund to take
prompt action and a vote
5
AGAINST the New Management Agreement and AGAINST the New Country Agreement will
be an important element in achieving Stockholders' desire to maximize value and
liquidity.
As provided by the 1940 Act, approval of the New Management Agreement
and the New Country Agreement will require the affirmative vote of a "majority
of the outstanding voting securities" of the Fund, which means the affirmative
vote of the lesser of (a) 67% or more of the Shares of the Fund entitled to vote
thereon present or represented by proxy at the Annual Meeting, if the holders of
more than 50% of the outstanding Shares of the Fund entitled to vote thereon are
present or represented by proxy, or (b) more than 50% of the total outstanding
Shares of the Fund entitled to vote thereon. For this purpose, abstentions and
broker non-votes will be counted as Shares present at the Annual Meeting for
quorum purposes but not voting and will have the same effect as votes cast
against the Fund's proposal.
LAXEY'S RECOMMENDATIONS
Laxey is soliciting proxies to vote AGAINST the Fund's director
nominees, AGAINST the approval of the New Management Agreement, AGAINST the
approval of the New Country Agreement and AGAINST the approval of a fundamental
policy to adopt an interval fund structure, as proposed by the Fund's Board of
Directors, at the Fund's 2003 Annual Meeting of Stockholders. Laxey is not aware
of any other proposals to be brought before the Annual Meeting. However, should
other proposals be brought before the Annual Meeting of which Laxey is not made
aware within a reasonable time prior to the Annual Meeting, the persons named as
proxies in the enclosed GOLD proxy card will vote on such matters in their
discretion.
You are urged to vote against the fund's proposals on the enclosed gold
proxy card.
VOTING AND PROXY PROCEDURES
Only Stockholders of record on the Record Date will be entitled to
notice of and to vote at the Annual Meeting. Based on publicly available
information, Laxey believes that the only outstanding class of securities of the
Fund entitled to vote at the Annual Meeting is the Shares. Each Share is
entitled to one vote on each matter as may properly be brought before the Annual
Meeting. According to the Fund's proxy statement, there are 30,698,333 Shares
issued and outstanding as of the Record Date.
Shares represented by properly executed gold proxy cards will be voted
at the Annual Meeting as marked and, in the absence of specific instructions,
will be voted AGAINST the Fund's proposals and, in the discretion of the persons
named as proxies, on all other matters as may properly come before the Annual
Meeting of which Laxey is not made aware within a reasonable amount of time
prior to the Annual Meeting. Laxey recommends that Stockholders vote AGAINST the
Fund's proposals.
Stockholders of the Fund may revoke their proxies at any time prior to
its exercise by attending the Annual Meeting and voting in person (although
attendance at the Annual Meeting will not in and of itself constitute revocation
of a proxy) or by delivering a written notice of revocation. The delivery of a
subsequently dated proxy that is properly completed will constitute
6
a revocation of any earlier proxy. The revocation may be delivered either to
Laxey, in care of Mr. Andrew Pegge, at the address set forth on the back cover
of this proxy statement or to the Fund at 622 Third Avenue, 8th Floor, New York,
New York 10017 or any other address provided by the Fund. Although a revocation
is effective if delivered to the Fund, Laxey requests that either the original
or photostatic copies of all revocations be mailed to Laxey, in care of Mr.
Andrew Pegge, at the address set forth on the back cover of this proxy statement
so that Laxey will be aware of all revocations and can more accurately determine
if and when proxies have been received from the holders of record on the Record
Date of a majority of the outstanding Shares.
Laxey recommends that you vote AGAINST THE fUND'S PROPOSALS. If you
wish to vote, please sign, date and return promptly the enclosed gold proxy card
in the postage-paid envelope provided. A gold proxy card that is returned to
Laxey will be voted as the Stockholder indicates thereon. If a gold proxy card
is returned without a vote indicated thereon, it will be voted AGAINST THE
FUND'S PROPOSALS.
SOLICITATION OF PROXIES
Laxey is making the solicitation of proxies pursuant to this proxy
statement. Proxies may be solicited by mail, facsimile, telephone, telegraph, in
person and by advertisements. Certain directors, officers and employees of
Laxey, none of whom will receive additional compensation for such solicitation,
may make solicitations.
Laxey will solicit proxies from individuals, brokers, banks, bank
nominees and other institutional holders. Laxey has requested banks, brokerage
houses and other custodians, nominees and fiduciaries to forward all
solicitation materials to the beneficial owners of the Shares they hold of
record. Laxey will reimburse these record holders for their reasonable
out-of-pocket expenses in so doing. It is anticipated that Laxey will employ
approximately four (4) persons to solicit Stockholders for the Annual Meeting.
Laxey does not currently intend to seek reimbursement of the costs of
this solicitation from the Fund but may decide to do so in the future. Costs of
this solicitation of proxies are currently estimated to be approximately
$50,000. Laxey estimates that, through the date hereof, its expenses in
connection with this solicitation are approximately $15,000.
7
OTHER INFORMATION
According to the Fund's proxy statement, if a Stockholder intends to
present a proposal at the 2004 Annual Meeting of Stockholders of the Fund and
desires to have the proposal included in the Fund's Proxy Statement and form of
proxy for that meeting, the Stockholder must deliver the proposal to the offices
of the Fund no later than November 18, 2003 for consideration by the Fund. Any
Stockholder who desires to bring a proposal at the Fund's 2004 Annual Meeting of
Stockholders without including such proposal in the Fund's proxy statement must
deliver written notice thereof to the Secretary or Assistant Secretary of the
Fund during the thirty-day period from December 25, 2003 to January 24, 2004.
CERTAIN INFORMATION ABOUT THE FUND
The India Fund, Inc. is a Maryland corporation with its principal
executive office located at 622 Third Avenue, 8th Floor, New York, New York
10017. The Fund is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and in accordance therewith is required to
file reports, proxy statements and other information with the SEC. Reports,
registration statements, proxy statements and other information filed by the
Fund with the SEC can be inspected and copied at the public reference facilities
maintained by the SEC at Judiciary Plaza, 450 Fifth Street, N.W. Room 1024,
Washington, DC 20549. Documents filed electronically by the Fund are also
available at the SEC's Web site (http://www.sec.gov).
The Fund's proxy statement contains information regarding:
o number of Shares outstanding as of the record date;
o establishment of a quorum;
o vote required for approval of proposals;
o treatment of abstentions and "broker non-votes;"
o admission requirements for the Annual Meeting;
o ownership of Shares by directors and executive officers of the Fund and by
other persons who own more than 5% of the outstanding Shares;
o background of the Fund's nominees for election to the Board;
o identity of the Fund's investment advisers, managers, distributors and/or
administrators, if any;
o compensation paid and payable to the Fund's directors and executive
officers;
o committees of the Board and their responsibilities;
o revocability of proxies;
8
o meetings of the Board and certain committees thereof; and
o requirements regarding the submission of Stockholder proposals to be
considered for inclusion in the Fund's proxy statement for the 2004 Annual
Meeting of Stockholders and the date after which notice of a Stockholder
proposal submitted is considered untimely.
Laxey assumes no responsibility for the accuracy or completeness of
such information.
OTHER MATTERS AND ADDITIONAL INFORMATION
Laxey is unaware of any other matters to be considered at the Annual
Meeting. Should other proposals be brought before the Annual Meeting of which
Laxey is not made aware within a reasonable amount of time prior to the Annual
Meeting, the persons named as proxies on the enclosed GOLD proxy card will vote
on such matters in their discretion.
March 21, 2002 LAXEY PARTNERS LIMITED
(on behalf of itself and as attorney-in-fact
for the participants in this solicitation)
By:
-----------------------------------------
Andrew Pegge, Director
9
SCHEDULE I
INFORMATION ABOUT PARTICIPANTS
Laxey Partners Limited is soliciting proxies on behalf of itself and
its three managed companies, The Value Catalyst Fund Limited, a Cayman Islands
company, LP Value Limited, a British Virgin Islands company, and Laxey Universal
Value L.P., a Delaware limited partnership. By virtue of their ownership of
Laxey Partners Limited, Colin Kingsnorth and Andrew Pegge may be deemed to be
participants in this solicitation.
The Value Catalyst Fund Limited, a Cayman Islands company ("Catalyst"):
Catalyst is a private investment company formed in May 2000 and created to allow
investors to take advantage of investment opportunities in closed-end funds and
similar investment entities. The address of Catalyst's principal business and
principal office is P.O. Box 309, Ugland House, South Church Street, George
Town, Grand Cayman, Cayman Islands, British West Indies. As of the date mailing
of this proxy statement, Catalyst is the beneficial owner of 150,000 Shares of
the Fund.
LP Value Limited, a British Virgin Islands company ("LPV"):
LPV is an investment international business company formed in October 2001 in
the British Virgin Islands for institutional investors. LPV is managed by Laxey
Partners Limited. The address of LPV's principal business and principal office
is First Floor, Samuel Harris House, 5-11 St. George's St., Douglas, Isle of
Man. As of the date of mailing of this proxy statement, LPV is the beneficial
owner of 160,500 Shares of the Fund.
Laxey Universal Value L.P., a Delaware limited partnership ("LUV"):
LUV is a Delaware limited partnership organized on February 28, 2002 to provide
the partners with an absolute return through capital appreciation with an
emphasis on structural arbitrage. The general partner of LUV is Laxey Partners
GP(2) Limited, a company established in the British Virgin Islands in February
2002 and a wholly-owned subsidiary of Laxey Partners Limited, the investment
manager of LUV. The address of LUV's principal business and principal office is
c/o BoE International Fund Services Limited, Samuel Harris House, St. George's
Street, Douglas, Isle of Man IM99 1EZ, British Isles. As of the date of mailing
of this proxy statement, LUV is the beneficial owner of 100,000 Shares of the
Fund.
Laxey Partners Limited, an Isle of Man company ("Laxey"):
Laxey is a global active value fund manager formed in November 1998 and
specializing in arbitrage-led investment. Laxey is the investment manager for
Catalyst, LPV and LUV, subject to the overall control of the directors of such
entities. The address of Laxey's principal business and principal office is
Stanley House, 7-9 Market Hill, Douglas, Isle of Man IM1 2BF. Their telephone
number is 01624-690-900. As of the date of mailing of this proxy statement,
Laxey, through its management of Catalyst, LPV and LUV and through such
unaffiliated third party
discretionary accounts, is the beneficial owner of 500,500 Shares of the Fund
(representing Catalyst's 150,000 Shares, LPV's 160,500 Shares, LUV's 100,000
Shares and 90,000 Shares held in an unaffiliated third party discretionary
account managed by Laxey).
Colin Kingsnorth, a British citizen ("Kingsnorth"); and Andrew Pegge, a British
citizen ("Pegge"):
Each of Messrs. Kingsnorth and Pegge own one half of the outstanding equity of
Laxey. Kingsnorth's principal occupation is that of portfolio manager and
director of Laxey. His business address is 28 Chelsea Wharf, Lots Road, London,
SW10 0QJ, United Kingdom. Pegge's principal occupation is also that of portfolio
manager and director of Laxey and his business address is Stanley House, 7-9
Market Hill, Douglas, Isle of Man, IM1 2BF, United Kingdom. Their telephone
numbers are +44-0207-349-5566 and +44-0162-469-0900, respectively. As of the
date of mailing of this proxy statement, each of Messrs. Kingsnorth and Pegge is
the beneficial owner of 500,500 Shares of the Fund.
Attached hereto is Schedule II which sets forth information concerning
purchases and sales of Shares of the Fund by the participants in this
solicitation during the last two years.
Neither the soliciting participants nor any associate of the soliciting
participants have any arrangement or understanding with any person with respect
to any future employment by the Fund or its affiliates or with respect to any
future transactions to which the Fund or any of its affiliates will or may be a
party.
During the past five years, none of the participants in this
solicitation has been convicted in a criminal proceeding (excluding traffic
violations and similar misdemeanors) or been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and, as a result of
such proceeding, was or is 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.
SCHEDULE II
TRANSACTIONS IN THE SECURITIES OF THE FUND
Except as disclosed in this proxy statement, none of the participants
in this solicitation has, or had, any interest, direct or indirect, by security
holdings or otherwise, in the Fund. The following table sets forth certain
information with respect to purchases and sales of Shares of the Fund by the
participants in this solicitation within the past two years. Shares beneficially
owned by Laxey Partners Limited include Shares purchased through an unaffiliated
third party discretionary account managed by Laxey Partners Limited (the "Laxey
Account").
--------------------------------------------------
CATALYST
--------------------------------------------------
DATE OF PURCHASE (SALE) NUMBER OF SHARES
--------------------------------------------------
01/16/03 150,000
--------------------------------------------------
LPV
--------------------------------------------------
DATE OF PURCHASE (SALE) NUMBER OF SHARES
--------------------------------------------------
01/16/03 160,000
--------------------------------------------------
01/22/03 500
--------------------------------------------------
LUV
--------------------------------------------------
DATE OF PURCHASE (SALE) NUMBER OF SHARES
--------------------------------------------------
01/16/03 100,000
--------------------------------------------------
LAXEY ACCOUNT
--------------------------------------------------
DATE OF PURCHASE (SALE) NUMBER OF SHARES
--------------------------------------------------
01/16/03 90,000
--------------------------------------------------
No separate transactions were undertaken by Messrs. Kingsnorth or Pegge
during the above time period.
As of the date of mailing of this proxy statement, the beneficial
ownership, direct and indirect, of the participants in this solicitation are as
follows: Catalyst, together with Laxey Partners Limited, Messrs. Kingsnorth and
Pegge, are the beneficial owners of 150,000 Shares, which represent
approximately 0.5% of the issued and outstanding Shares of the Fund. LPV,
together with Laxey Partners Limited and Messrs. Kingsnorth and Pegge, are the
beneficial owners of 160,500 Shares, which represents approximately 0.5% of the
issued and outstanding Shares of the Fund. LUV, together with Laxey Partners
Limited and Messrs. Kingsnorth and Pegge, are the beneficial owners of 100,000
Shares, which represents approximately 0.3% of the issued and outstanding Shares
of the Fund. Laxey Partners Limited and Messrs. Kingsnorth and Pegge, are the
beneficial owners, through Laxey Partners Limited's discretionary authority over
the Laxey Account, of the 90,000 Shares held in the Laxey Account, which
represents approximately 0.3% of the issued and outstanding Shares of the Fund.
The Laxey Account is terminable at any time by the respective third parties, for
which the Laxey Account is held, upon providing written notice to Laxey Partners
Limited. Accordingly, Laxey Partners Limited and Messrs. Kingsnorth and Pegge
are beneficial owners of an aggregate of 500,500 Shares, constituting
approximately 1.6% of the issued and outstanding Shares of the Fund.
SCHEDULE III
INFORMATION CONCERNING THE FUND'S INVESTMENT ADVISOR, THE NEW
MANAGEMENT AGREEMENT, THE NEW COUNTRY AGREEMENT AND CERTAIN
OTHER MATTERS
The following information relating to Advantage Advisers, Inc.
("Advantage"), the New Management Agreement, and the New Country Agreement and
certain other matters is included here because it may be required by the rules
of the Securities and Exchange Commission in a proxy statement that contains
proposals relating to the continuation or termination of the investment advisory
agreement. This information is based entirely upon the disclosure in the Fund's
proxy statement, and Laxey has no independent knowledge concerning its accuracy.
Capitalized terms used herein without definition shall have the respective
meanings ascribed to them in the Fund's proxy statement.
Advantage is a corporation organized under the laws of Delaware on May
31, 1990 and a registered investment adviser under the Investment Advisers Act
of 1940, as amended. Advantage has served as investment manager to the Fund
since commencement of the Fund's operations. Advantage is currently a
wholly-owned subsidiary of CIBC World Markets. CIBC World Markets is
wholly-owned by CIBC World Markets Holdings Inc., which is 98% owned by CIBC
Delaware Holdings Inc. CIBC World Markets Inc., a Canadian company, owns 83% of
CIBC Delaware Holdings Inc., and Canadian Imperial Bank of Commerce ("CIBC"), a
Canadian bank, owns 100% of CIBC World Markets Inc. The principal business
address of CIBC World Markets, CIBC World Markets Holdings Inc. and CIBC
Delaware Holdings Inc. is 425 Lexington Avenue, New York, New York 10017. The
principal business address of CIBC World Markets Inc. is BCE Place, 161 Bay
Street, Toronto, Ontario, M5J 2S8 Canada, and the principal business address of
CIBC is Commerce Court, Toronto, Ontario, M5L 1A2 Canada. The principal business
address of Advantage following the acquisition of the U.S. brokerage and asset
management business of CIBC World Markets by Fahnestock & Co., the principal
operating subsidiary of Fahnestock Viner Holdings ("FVH"), or its affiliate (the
"Acquisition") is expected to change to one of FVH's offices. Stockholders of
the Fund will be advised of the new principal location of Advantage.
The current management agreement dated as of August 7, 1998 between
Advantange and the Fund (the "Existing Management Agreement") and the New
Management Agreement are identical except for the date of commencement and the
date of termination of the agreements, and the replacement of references to CIBC
World Markets with references to Fahnestock & Co. The Board of Directors of the
Fund, including a majority of the Directors who are not "interested persons" (as
defined in the 1940 Act) of the Fund or Advantage, most recently approved the
Existing Management Agreement on October 29, 2002. The Stockholders of the Fund
most recently approved the Existing Management Agreement on September 30, 1997,
in connection with the acquisition of Advantage by CIBC World Markets (formerly
CIBC Wood Gundy Securities Corp.).
The current country advisory agreement dated as of August 1, 2001
between Imperial Investment Advisors Private Limited ("Imperial") and the Fund
(the "Existing Country Advisory Agreement") and the New Country Agreement are
identical except for the date of commencement and the date of termination of the
agreements. The Board of Directors of the Fund, including a majority of the
Directors who are not "interested persons" (as defined in the 1940 Act) of the
Fund or Imperial, most recently approved the Existing Country Advisory Agreement
on October 29, 2002. The Stockholders of the Fund most recently approved the
Existing Country Advisory Agreement on April 20, 2001.
As in the Existing Management Agreement, the New Management Agreement
provides that the Fund is responsible for all of its expenses and liabilities,
except that Advantage is responsible for expenses in connection with maintaining
a staff within its organization to furnish the above services to the Fund. The
rate used to determine fees payable by the Fund pursuant to the New Management
Agreement is identical to the rate in the Existing Management Agreement.
Consequently, under the Existing Management Agreement or the New Management
Agreement, the Fund will pay Advantage a monthly fee at an annual rate of 1.10%
of average weekly net assets. The approximate net assets of the Fund as of
December 31, 2003 were $350,838,505 and the fees paid by the Fund to Advantage
during the year ended December 31, 2002 were $4,021,761.09.
As in the Existing Country Advisory Agreement, the New Country
Agreement provides that Imperial is responsible for all of its expenses and
liabilities, including expenses in connection with providing office space,
office facilities and personnel reasonably necessary for performance of the
services to be provided by it to Advantage. The provision relating to the fees
payable by Advantage to Imperial pursuant to the New Country Agreement is
identical to that in the Existing Country Advisory Agreement. Consequently,
under the Existing Country Advisory Agreement or the New Country Agreement,
Advantage will pay Imperial a monthly fee to be agreed upon by Advantage and
Imperial from time to time that will not exceed 1.10% of the Fund's average
weekly net assets, which is the rate of fees payable by the Fund to Advantage.
Advantage and Imperial are currently indirect, wholly-owned
subsidiaries of CIBC. There have been no commissions paid to Affiliated Brokers,
as defined in Rule 14a-101 under the Securities Exchange Act of 1934, as
amended, of Advantage or Imperial during the Fund's fiscal year ended December
31, 2002. CIBC World Markets, an indirect wholly-owned subsidiary of CIBC,
serves as the Fund's administrator. For these administrative services, CIBC
World Markets receives a fee computed monthly and paid quarterly at an annual
rate of 0.20% of the value of the Fund's average monthly net assets. For the
year ended December 31, 2002, these fees amounted to $731,229. In connection
with the Acquisition, it is anticipated that Fahnestock & Co. will replace CIBC
World Markets as the Fund's administrator, at the same rate currently being paid
by the Fund, under a new administration agreement substantially identical to the
Fund's current administration agreement with CIBC World Markets.
IMPORTANT!
Your vote is important. No matter how many Shares you own, please give
Laxey your proxy AGAINST the Fund's proposals by taking three steps:
1. signing the enclosed gold proxy card,
2. dating the enclosed gold proxy card, and
3. mailing the enclosed gold proxy card today in the envelope provided
(no postage is required if mailed in the United States).
If any of your Shares are held in the name of a brokerage firm, bank
nominee or other institution, only it can vote such Shares and only upon receipt
of your specific instructions. Accordingly, please sign, date and return your
gold proxy in the envelope and contact the person responsible for your account
and instruct that person to execute the gold proxy card representing your
Shares. Laxey urges you to confirm in writing your instructions to Laxey at the
address provided below so that Laxey will be aware of all instructions given and
can attempt to ensure that such instructions are followed.
PLEASE DO NOT RETURN ANY PROXY CARD SUPPLIED TO YOU BY THE FUND, AS IT
MAY REVOKE YOUR PREVIOUS PROXY. REMEMBER, ONLY YOUR LATEST-DATED PROXY COUNTS.
If you have any questions or require any additional information
concerning this proxy statement, please contact Mr. Andrew Pegge, at the address
set forth below.
c/o Laxey Partners Limited
Stanley House
7-9 Market Hill
Douglas
Isle of Man IM1 2BF
Call (Collect): +44 1624 690 900
THE INDIA FUND, INC.
2003 ANNUAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF LAXEY
AND NOT ON BEHALF OF THE BOARD OF DIRECTORS
OR MANAGEMENT OF THE INDIA FUND, INC.
The undersigned appoints Jeffry S. Hoffman and Adam M. Fox, each of
them, attorneys and agents with full power of substitution to vote, as
designated below, all Shares of Common Stock of The India Fund, Inc. (the
"Fund") which the undersigned would be entitled to vote if personally present at
the 2003 Annual Meeting of Stockholders of the Fund, and including at any
adjournments or postponements thereof and at any special meeting called in lieu
thereof.
The undersigned hereby revokes any other proxy or proxies heretofore
given to vote or act with respect to the Shares of Common Stock of the Fund held
by the undersigned, and hereby ratifies and confirms all action the herein named
attorneys and proxies, their substitutes, or any of them may lawfully take by
virtue hereof.
(Continued and to be signed on the reverse side)
LAXEY RECOMMENDS A VOTE TO WITHHOLD AUTHORITY (WHICH IS EQUIVALENT TO A VOTE
------------------
AGAINST) PROPOSAL 1 AND RECOMMENDS A VOTE AGAINST PROPOSALS 2, 3 AND 4.
------- -------
1. Election of Directors.
Nominees (Class I) to serve until the year 2006 Annual Meeting:
(01) Charles F. Barber
FOR [_____] WITHHOLD AUTHORITY [_____]
(02) Jeswald W. Salacuse
FOR [_____] WITHHOLD AUTHORITY [_____]
(03) Howard M. Singer
FOR [_____] WITHHOLD AUTHORITY [_____]
Nominee (Class III) to serve until the year 2004 Annual Meeting
of Stockholders:
(04) J. Marc Hardy
FOR [_____] WITHHOLD AUTHORITY [_____]
2. Approval of a new management agreement between Advantage Advisers, Inc.
and the Fund.
FOR [_____] AGAINST [_____] ABSTAIN [_____]
3. Approval of a new country agreement between Advantage Advisers, Inc. and
Imperial Investment Advisors Private Limited.
FOR [_____] AGAINST [_____] ABSTAIN [_____]
4. Approval of a fundamental policy whereby the Fund would adopt an interval
fund structure.
FOR [_____] AGAINST [_____] ABSTAIN [_____]
5. In their discretion, the herein named attorneys and proxies are authorized
to vote upon such other matters as may properly come before the Annual
Meeting, of which such persons are not made aware within a reasonable period
of time prior to the Annual Meeting.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE. IF YOU SIGN AND RETURN THE ENCLOSED PROXY CARD, AND DO
NOT DIRECT HOW THE PROXY IS TO BE VOTED, THE PROXY WILL BE VOTED
TO "WITHHOLD AUTHORITY" FOR THE FUND'S NOMINEES FOR ELECTION AS DIRECTOR IN
PROPOSAL 1, "AGAINST" PROPOSAL 2, "AGAINST" PROPOSAL 3 AND "AGAINST"
PROPOSAL 4.
Dated:
-----------------------------------------
Please Sign Exactly As Name Appears On This Proxy.
---------------------------------------------------------
(signature)
---------------------------------------------------------
(signature, if held jointly)
---------------------------------------------------------
(title)
WHEN SHARES ARE HELD JOINTLY, JOINT OWNERS SHOULD EACH SIGN. EXECUTORS,
ADMINISTRATORS, TRUSTEES, ETC., SHOULD INDICATE THE CAPACITY IN WHICH SIGNING.
IMPORTANT:
Please sign, date and return this proxy card promptly in the enclosed envelope!
IF YOU NEED ASSISTANCE WITH THIS PROXY CARD, PLEASE CALL MR. ANDREW PEGGE
COLLECT AT +44 1624 690 900.