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Morgan Stanley Dean Witter Africa Investment Fund, Inc.
(For Immediate Release)
New York, New York, April 20, 2000 - Morgan Stanley Dean Witter Africa
Investment Fund, Inc. (the "Fund") announced today that the Board of Directors
of the Fund has authorized the Fund to conduct a tender offer (the "Tender
Offer") during the third quarter of 2000 for up to 10% of the Fund's outstanding
shares of common stock at a price equal to 95% of the Fund's net asset value per
share ("NAV") on the last day of the tender period (or as otherwise permitted by
the rules of the Securities and Exchange Commission (the "SEC")).
The Fund also announced that the Board of Directors of the Fund has
approved a tender offer policy (the "Tender Offer Policy") whereby the Fund will
conduct a tender offer during the third quarter of 2001 and during the third
quarter of every year after 2001 (each a "Mandatory Tender Offer") if the Fund's
shares of common stock have traded on the New York Stock Exchange (the "NYSE")
at an average discount to NAV of greater than 15% at the end of the last trading
day in each week during the 12 calendar weeks preceding the third quarter. Each
Mandatory Tender Offer will be conducted for up to 10% of the Fund's outstanding
shares of common stock at a price equal to 95% of NAV on the last day of the
tender period (or as otherwise permitted by the rules of the SEC). Subject to
the Fund's investment restriction with respect to borrowings, the Fund is
permitted to borrow money to finance the Tender Offer and Mandatory Tender
Offers.
Under the policy, the Board of Directors of the Fund could, under certain
conditions, determine that the Fund should not make a Mandatory Tender Offer. It
is the policy of the Fund not to purchase shares pursuant to a Mandatory Tender
Offer if (i) such transaction, if consummated, would (a) result in the delisting
of the Fund's common stock from the NYSE or (b) impair the Fund's status as a
regulated investment company under the Internal Revenue Code of 1986, as amended
(which would make the Fund a taxable entity, causing the Fund's income to be
taxed at the corporate level in addition to the taxation of stockholders who
receive dividends from the Fund); (ii) the Fund would not be able to liquidate
portfolio securities in an orderly manner and consistent with the Fund's
investment objective and policies in order to purchase shares tendered in the
Mandatory Tender Offer; (iii) there is any (a) material legal action or
proceeding instituted or threatened which challenges, in the Board's judgment,
the Mandatory Tender Offer or otherwise materially adversely affects the Fund,
(b) suspension of or limitation on prices for trading securities generally on
the NYSE or any foreign exchange on which portfolio securities of the Fund are
traded, (c) declaration of a banking moratorium by federal, state or foreign
authorities or any suspension of payment by banks in the United States, New York
State or in a foreign country which is material to the Fund, (d) limitation
which affects the Fund or the issuers of the portfolio securities of the Fund
imposed by federal, state or authorities in a foreign country on the extension
of credit by lending institutions or on the exchange of foreign securities, (e)
commencement of war, armed hostilities or other international or national
calamity directly or indirectly involving the United States or any foreign
country which is material to the Fund, or (f) other event or condition which, in
the Board's judgment, would have a material adverse effect on the Fund or its
stockholders if shares of common stock tendered pursuant to a Mandatory Tender
Offer were purchased; or (iv) the Board determines that effecting any such
transaction would constitute a breach of their fiduciary duty owed the Fund or
its stockholders. The Board of Directors may modify these conditions in light of
experience.
The Tender Offer and each Mandatory Tender Offer, if conducted, will be
made and stockholders will be notified in accordance with the requirements of
the Securities Exchange Act of 1934, as amended, and the Investment Company Act
of 1940, as amended, either by publication or mailing or both. The offering
documents will contain such information as is prescribed by such laws and the
rules and regulations promulgated thereunder.
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The Fund will continue to purchase shares in the open market pursuant to
the Fund's share repurchase program which was approved by the Board on July 1,
1998. Under that program, the Fund will purchase shares in the open market at
times and prices determined by management to be in the best interests of the
stockholders of the Fund.
The Fund is a non-diversified, closed-end management investment company,
the shares of which are listed on the NYSE (AFF). The Fund's investment
objective is long-term capital appreciation which it seeks to achieve by
investing primarily in equity securities of African issuers and by investing,
from time to time, in debt securities issued or guaranteed by African
governments or governmental entities. Morgan Stanley Dean Witter Investment
Management Inc. is the Fund's investment manager.
For further information, please contact Mark Kucera of Chase Global Funds
Services Company, 73 Tremont Street, Boston, Massachusetts, at (617) 577-8844.
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Morgan Stanley Dean Witter Africa Investment Fund, Inc.
(For Immediate Release)
New York, New York, July 18, 2000 - Morgan Stanley Dean Witter Africa
Investment Fund, Inc.(the "Fund") announced today that the Fund's tender offer
(the "Tender Offer") for up to 10% of the Fund's outstanding shares of common
stock will commence on or about August 14, 2000 and terminate on or about
September 15, 2000. As announced on April 20, 2000, the Tender Offer will be
conducted at a price equal to 95% of the Fund's net asset value per share
("NAV") on the last day of the tender period (or as otherwise permitted by the
rules of the Securities and Exchange Commission (the "SEC")).
The Tender Offer will be made and stockholders will be notified in
accordance with the requirements of the Securities Exchange Act of 1934, as
amended, and the Investment Company Act of 1940, as amended, either by
publication or mailing or both. The offering documents will contain such
information as is prescribed by such laws and the rules and regulations
promulgated thereunder.
In connection with the Tender Offer, the Fund announced that, pursuant to
the Securities Exchange Act of 1934, as amended, as of July 18, 2000, it will
cease to purchase shares in the open market pursuant to the Fund's share
repurchase program which was approved by the Board on July 1, 1998. Under that
program, the Fund is permitted to purchase Fund shares in the open market at
times and prices determined by management to be in the best interests of the
stockholders of the Fund. The Fund will be permitted to resume the purchase of
shares in the open market pursuant to the Fund's share repurchase program on or
about 10 business days after the termination of the Tender Offer.
The Fund is a non-diversified, closed-end management investment company,
the shares of which are listed on the NYSE (AFF). The Fund's investment
objective is long-term capital appreciation which it seeks to achieve by
investing primarily in equity securities of African issuers and by investing,
from time to time, in debt securities issued or guaranteed by African
governments or governmental entities. Morgan Stanley Dean Witter Investment
Management Inc. is the Fund's investment manager.
This announcement is not an offer to purchase or solicitation of an offer
to sell shares of the Fund. The offer is made only by the Offer for Cash and the
related Letter of Transmittal. Holders of Fund shares should read these
documents when they are available because they contain important information.
These and other filed documents will be available to investors for free both at
the website of the Securities and Exchange Commission and from the Fund. The
offer is not being made to, nor will tenders be accepted from or on behalf of,
holders of shares in any jurisdiction in which making or accepting the offer
would violate that jurisdiction's laws.
For further information, please contact Georgeson Shareholder
Communications Corporation, 17 State Street, New York, New York, at
800-223-2064.
