JARDINE FLEMING INDIA FUND, INC.
OFFER TO PURCHASE FOR CASH UP TO 2,508,022 OF ITS ISSUED
AND OUTSTANDING SHARES AT 95% OF NET ASSET VALUE PER SHARE
THE OFFER WILL EXPIRE AT MIDNIGHT NEW YORK TIME
ON OCTOBER 12, 2000, UNLESS THE OFFER IS EXTENDED.
To the shareholders of Jardine Fleming India Fund, Inc.:
Jardine Fleming India Fund, Inc., a non-diversified, closed-end management
investment company incorporated in Maryland (the "Fund"), is offering to
purchase up to 2,508,022 of its issued and outstanding shares of Common Stock,
par value $0.001 per share (the "Shares"). The offer is for cash at a price
equal to 95% of the net asset value ("NAV") per Share determined as of the close
of the regular trading session of the New York Stock Exchange, the principal
market in which the Shares are traded (the "NYSE"), on the trading day after the
date the offer expires, and is upon the terms and subject to the conditions set
forth in this Offer to Purchase and the related Letter of Transmittal (which
together with any amendments or supplements thereto collectively constitute the
"Offer"). The Offer will expire at midnight New York Time on October 12, 2000,
unless extended. The Shares are traded on the NYSE under the symbol "JFI". The
NAV as of the close of the regular trading session of the NYSE on August 31,
2000, was $15.34 per Share. While the Offer is pending, current NAV quotations
can be obtained from Georgeson Shareholder Communications Inc. (the "Information
Agent"), by calling (877) 504-7026 between the hours of 9:00 a.m. and 5:00 p.m.
New York Time, Monday through Friday (except holidays). Tendering shareholders
will not be obliged to pay brokerage fees or commissions or, except as set forth
in Instruction 7 of the Letter of Transmittal, stock transfer taxes on the
purchase of Shares by the Fund pursuant to the Offer. The Fund will pay all
charges and expenses of the Information Agent and EquiServe Trust Company, N.A.
(the "Depositary"). The Fund has mailed materials to record holders on or about
September 14, 2000, for the Offer.
This Offer is subject to certain conditions. See Section 3.
Important Information
Shareholders who desire to tender their Shares should either: (1) properly
complete and sign the Letter of Transmittal, including the original of any
required signature guarantee(s) and mail or deliver it together with their
Shares (in proper certificated or uncertificated form) and any other documents
required by the Letter of Transmittal; or (2) request their broker, dealer,
commercial bank, trust company or other nominee to effect the transaction on
their behalf. Shareholders who desire to tender Shares registered in the name of
a firm must contact the firm in whose name the Shares are registered to effect a
tender on their behalf. Tendering shareholders will not be obligated to pay
brokerage commissions in connection with their tender of Shares, but they may be
charged a fee by a firm processing the tender(s) on their behalf. The Fund
reserves the absolute right to reject tenders it determines not to be in
appropriate form.
If you do not wish to tender your Shares, you need not take any action.
Neither the Fund nor its Board of Directors nor Jardine Fleming
International Management Inc. ("JFIMI"), the Fund's investment adviser, makes
any recommendation to any shareholder as to whether to tender or refrain from
tendering shares. No person has been authorized to make any recommendation on
behalf of the Fund, its Board of Directors or JFIMI as to whether shareholders
should tender or refrain from tendering shares pursuant to the Offer or to make
any representation or to give any information in connection with the Offer other
than as contained in this document or in the Letter of Transmittal. If made or
given, any such recommendation, representation or information must not be relied
upon as having been authorized by the Fund, its Board of Directors or JFIMI.
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 or refrain from tendering their shares.
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EQUISERVE TRUST COMPANY, N.A.
DEPOSITARY
VIA FACSIMILE: (781) 575-4826
CONFIRM FACSIMILIE BY TELEPHONE: (781) 575-4816
By First Class Mail: By Hand:
EquiServe Trust Company, N.A. Securities Transfer & Reporting Services, Inc.
Attn: Corporate Actions c/o EquiServe Trust Company, N.A.
P.O. Box 9573 100 William Street
Boston, MA 02205-9573 New York, NY 10038
By Registered, Certified or Express Mail or
Overnight Courier:
EquiServe Trust Company, N.A.
Attn: Corporate Actions
40 Campanelli Drive
Braintree, MA 02184
GEORGESON SHAREHOLDER COMMUNICATIONS INC.
INFORMATION AGENT
17 State Street, 22nd Floor
New York, New York 10004
Bank and Brokers Call Collect:
(212) 440-9800
All Others Call Toll Free:
(877) 504-7026
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TABLE OF CONTENTS
Page
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SUMMARY TERM SHEET ........................................................ 4
1. Price; Number of Shares ............................................... 7
2. Purpose of the Offer; Plans or Proposals of the Fund .................. 7
3. Certain Conditions of the Offer ....................................... 8
4. Procedures for Tendering Shares ....................................... 8
a. Proper Tender of Shares .......................................... 8
b. Signature Guarantees and Method of Delivery ...................... 9
c. Book-Entry Delivery .............................................. 10
d. Guaranteed Delivery .............................................. 10
e. Determinations of Validity ....................................... 11
f. United States Federal Income Tax Withholding ..................... 11
5. Withdrawal Rights ..................................................... 11
6. Payment for Shares .................................................... 12
7. Source and Amount of Funds ............................................ 12
8. Price Range of Shares; Dividends/Distributions ........................ 13
9. Selected Financial Information ........................................ 13
10. Interest of Directors, Executive Officers and Certain Related
Persons ............................................................... 15
11. Certain Effects of the Offer .......................................... 15
12. Certain Information about the Fund .................................... 15
13. Additional Information ................................................ 15
14. Certain United States Federal Income Tax Consequences ................. 15
15. Amendments; Extension of Tender Period; Termination ................... 17
16. Miscellaneous ......................................................... 17
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SUMMARY TERM SHEET
(Section references are to the Offer to Purchase)
This Summary Term Sheet highlights certain information concerning this tender
offer. To understand the offer fully and for a more complete discussion of the
terms and conditions of the offer, you should read carefully the entire Offer to
Purchase and the related Letter of Transmittal.
What is the tender offer?
o Jardine Fleming India Fund, Inc. (the "Fund") is offering to purchase up
to 2,508,022 of its shares of Common Stock for cash at a price per share
equal to 95% of the per share net asset value as of the close of the
regular trading session of the NYSE on October 13, 2000 (or, if the offer
is extended, on the trading day after the date to which the offer is
extended) upon specified terms and subject to conditions as set forth in
the tender offer documents.
Why is the Fund making this tender offer?
o On August 24, 2000, the Board of Directors of the Fund, in recognition of
the fact that the Fund's shares have traded at a discount to their net
asset value and on the recommendation of Jardine Fleming International
Management Inc. ("JFIMI"), its investment adviser, and PaineWebber
Incorporated, its investment banker, the Board determined that it was in
the best interests of the Fund and its shareholders to initiate this
tender offer. After the completion of the tender offer, the Board will
continue to monitor the price of the Fund's Shares relative to their net
asset value and will take further actions as appropriate.
When will the tender offer expire, and may the offer be extended?
o The tender offer will expire at midnight New York Time on October 12,
2000, unless extended. The Fund may extend the period of time the offer
will be open by issuing a press release or making some other public
announcement by no later than the next business day after the offer
otherwise would have expired. See Section 15.
What is the Fund's net asset value per share as of a recent date, and how can I
obtain the current net asset value?
o As of August 31, 2000, the net asset value per share was $15.34. See
Section 8 of the Offer to Purchase for details. While the tender offer is
pending, current net asset value quotations can be obtained from Georgeson
Shareholder Communications Inc. by calling (877) 504-7026 between 9:00
a.m. and 5:00 p.m. New York Time, Monday through Friday (except holidays).
What will the net asset value be on the date that the price to be paid for
tendered shares is determined?
o No one can accurately predict the net asset value for a future date.
How do I tender my shares?
o If your shares are registered in your name, you should obtain the tender
offer materials, including the Offer to Purchase and the related Letter of
Transmittal, read them, and if you should decide to tender, complete a
Letter of Transmittal and submit any other documents required by the
Letter of Transmittal. These materials must be received by EquiServe Trust
Company, N.A., (the "Depositary"), in proper form before midnight New York
Time on October 12, 2000 (unless the tender offer is extended by the Fund
in which case the new deadline will be as stated in the public
announcement of the extension). If your shares are held by a broker,
dealer, commercial bank, trust company or other nominee (sometimes
referred to as in "street name"), you should contact the firm holding your
shares to obtain the package of information necessary to make your
decision, and you can only tender your shares by directing that firm to
complete, compile and deliver the necessary documents for submission to
the Depositary by October 12, 2000 (or if the offer is extended, the
expiration date as extended). See Section 4.
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May I withdraw my shares after I have tendered them? If I decide to withdraw
them, by when must my withdrawal be made?
o Yes. You may withdraw your shares at any time prior to midnight New York
Time on October 12, 2000 (or if the offer is extended, at any time prior
to midnight New York Time on the new expiration date). Withdrawn shares
may be re-tendered by following the tender procedures before the offer
expires (including any extension period). In addition, if shares tendered
have not been accepted for payment by November 7, 2000, you may withdraw
your tendered shares at any time. See Section 5.
How do I withdraw tendered shares?
o A notice to withdraw tendered shares must be timely received by the
Depositary. It must specify the name of the shareholder who tendered the
shares, the number of shares being withdrawn (which must be all of the
shares the shareholder has tendered) and, as regards share certificates
which represent tendered shares that have been delivered or otherwise
identified to the Depositary, the name of the registered owner of such
shares if different than the person who tendered the shares. See Section
5.
May I place any conditions on my tender of shares?
o No.
What if more than 2,508,022 shares are tendered (and not timely withdrawn)?
o The Fund will purchase duly tendered shares from tendering shareholders
pursuant to the terms and conditions of the tender offer on a pro rata
basis (disregarding fractions) in accordance with the number of shares
tendered by each shareholder (and not timely withdrawn), unless the Fund
determines not to purchase any shares.
Does the Fund have the financial resources to make payment?
o Yes. Although permitted to do so, the Fund does not expect to borrow money
to finance the purchase of any tendered shares. See Section 7.
If shares I tender are accepted by the Fund, when will payment be made?
o The Fund contemplates, subject to change, making payment for tendered
shares, if accepted, as soon as possible after October 19, 2000. See
Section 6.
Is the Fund required to complete the tender offer and purchase all shares
tendered up to the number of shares tendered for?
o Yes, unless certain conditions described in Section 3 are not satisfied.
Is there any reason shares tendered would not be accepted?
o In addition to those circumstances described in Section 3 in which the
Fund is not required to accept tendered shares, the Fund has reserved the
right to reject tenders determined by it not to be in appropriate form.
Among the reasons which would cause the Fund to reject a tender would be
that the tender does not include required original signature(s) or the
original of any required signature guarantee(s).
How will tendered shares be accepted for payment?
o Properly tendered shares, up to the number tendered for, will be accepted
for payment by a determination of the Fund's Board of Directors followed
by notice of acceptance to the Depositary. The acceptance date will be on
or after the date the Offer is terminated. The Depositary will then make
payment as directed by the Fund with funds to be deposited with the
Depositary by the Fund. See Section 6.
Is my sale of shares in the tender offer a taxable transaction?
o For most shareholders, yes. It is anticipated that all U.S. shareholders
(other than tax-exempt persons) who sell shares in the tender offer will
recognize a gain or loss for U.S. federal income tax purposes equal to the
dif-
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ference between the cash they receive for the shares sold and their adjusted
basis in the shares. The sale date for tax purposes will be the date the Fund
accepts shares for purchase. See Section 14 for details, including the nature of
the income or loss and the differing rules for U.S. and non-U.S. shareholders.
Please consult your tax advisor as well.
What action do I need to take if I decide not to tender my shares?
o None.
Does the Fund's management encourage shareholders to participate in the tender
offer, and will they participate in the tender offer?
o No. Neither the Fund, its Board of Directors nor the Fund's investment
adviser is making any recommendation to tender or not to tender shares in
the tender offer. No director or officer of the Fund intends to tender
shares. See Section 10.
How do I obtain additional information?
o Questions, requests for assistance and requests for additional copies of
the Offer to Purchase, the Letter of Transmittal and all other tender
offer documents may be directed to Georgeson Shareholder Communications
Inc., the Information Agent for the tender offer, toll free from the
United States at (877) 504-7026. If you do not own shares directly, you
should obtain this information and the documents from your broker, dealer,
commercial bank, trust company or other nominee, as appropriate.
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1. Price; Number of Shares. Upon the terms and subject to the conditions
of the Offer, the Fund will accept for payment and purchase for cash up to
2,508,022 of its Shares that are properly tendered prior to midnight New York
Time on October 12, 2000 (and not withdrawn in accordance with Section 5). The
Fund reserves the right to amend, extend or terminate the Offer. See Sections 3
and 15. The Fund will not be obligated to purchase Shares pursuant to the Offer
under certain circumstances. See Section 3. The later of October 12, 2000, or
the latest date to which the Offer is extended, is referred to in this document
as the "Expiration Date." The purchase price of the Shares will be 95% of their
NAV per Share determined as of the close of the regular trading session of the
NYSE on the trading day after the Expiration Date. Under no circumstances will
the Fund pay interest on the purchase price. The NAV as of the close of the
regular trading session of the NYSE on August 31, 2000, was $15.34 per Share.
While the Offer is pending, current NAV quotations can be obtained from the
Information Agent by calling (877) 504-7026 between the hours of 9:00 a.m. and
5:00 p.m. New York Time, Monday through Friday (except holidays).
The Offer is being made to all shareholders and is not conditioned upon
shareholders tendering in the aggregate any minimum number of Shares.
If more than 2,508,022 Shares are duly tendered pursuant to the Offer (and
not withdrawn as provided in Section 5), unless the Fund determines not to
purchase any Shares, the Fund will purchase Shares from tendering shareholders,
in accordance with the terms and conditions specified in the Offer, on a pro
rata basis (disregarding fractions), in accordance with the number of Shares
duly tendered by or on behalf of each shareholder (and not so withdrawn). The
Fund does not contemplate extending the Offer and increasing the number of
Shares covered thereby if more than 2,508,022 Shares are tendered.
On August 31, 2000, there were 10,115,788 Shares issued and outstanding,
and there were 104 holders of record of Shares. Many of these holders of record
were brokers, dealers, commercial banks, trust companies and other institutions
that held Shares in nominee name on behalf of multiple beneficial owners.
2. Purpose of the Offer; Plans or Proposals of the Fund. The Board of
Directors of the Fund (the "Board") considered and approved the Offer at a
meeting held on August 24, 2000.
The Board has, over the years, discussed the significance of the existence
of the discount to net asset value at which the Fund's shares have traded on the
NYSE and the impact on shareholders of the discount. The Board has discussed and
considered various alternative strategies to address the discount, including
instituting share repurchases, converting to an open-end format, or liquidating.
On February 1, 2000, the Fund announced a Share repurchase program to
repurchase approximately 10% of the Fund's then outstanding Shares (the "First
Repurchase Program"). During the period of the First Repurchase Program,
Feburary 1, 2000 to March 16, 2000, the Fund repurchased 1,128,400 Shares at
prices ranging from a low of $14.25 to a high of $17.50 per Share. The average
price paid per Share was $16.394. The Fund announced a second Share repurchase
program on August 11, 2000 (the "Current Repurchase Program") to repurchase up
to an additional 10% of the Fund's outstanding Shares (as of August 11, 2000).
The Current Repurchase Program was suspended upon the decision to proceed with
this Offer, but it has since been resumed. As of September 8, 2000, 146,681
Shares had been repurchased in the Current Repurchase Program, at prices ranging
from a low of $10.5625 to a high of $12.625 per Share.
The Board has consistently concluded that it was in the best interests of
the Fund and its shareholders to maintain the current closed-end format,
because, in the view of the Board and of JFIMI, the closed-end format is the
most appropriate investment vehicle for participating in the Indian equities
markets. In JFIMI's view, many attractive equity investment opportunities in
India have been and continue to be found in the small-capitalization and less
liquid sectors of those markets. The Board believes that the long-term and
recent performance of the Fund supports this view.
After consideration of all alternatives available to the Fund, the Fund's
investment advisor and its investment banker recommended, and the Board
approved, conducting a tender offer for up to 25% of its common stock.
The Board believes that the Offer serves the best interests of the Fund
and its shareholders. After the completion of the tender offer, the Board will
continue to monitor the price of the Fund's Shares relative to NAV and will take
further actions as appropriate.
7
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Except as set forth above (including in the description of the Current
Repurchase Program), the Fund does not have any present plans or proposals and
is not engaged in any negotiations that relate to or would result in (a) any
extraordinary transaction, such as a merger, reorganization or liquidation,
involving the Fund; (b) other than in connection with transactions in the
ordinary course of the Fund's operations and for purposes of funding the Offer,
any purchase, sale or transfer of a material amount of assets of the Fund; (c)
any material change in the Fund's present dividend policy, or indebtedness or
capitalization of the Fund; (d) any change in the composition of the Board or
management of the Fund, including, but not limited to, any plans or proposals to
change the number or the term of members of the Board, to fill any existing
vacancies on the Board or to change any material term of the employment contract
of any executive officer; (e) any other material change in the Fund's corporate
structure or business, including any plans or proposals to make any changes in
the Fund's investment policy for which a vote would be required by Section 13 of
the Investment Company Act of 1940, as amended; (f) any class of equity
securities of the Fund to be delisted from a national securities exchange; (g)
any class of equity securities of the Fund becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"); (h) the suspension of the Fund's
obligation to file reports pursuant to Section 15(d) of the Exchange Act; (i)
the acquisition by any person of additional securities of the Fund, or the
disposition of securities of the Fund; or (j) any changes in the Fund's charter,
bylaws or other governing instruments or other actions that could impede the
acquisition of control of the Fund.
The Fund sent a letter to its shareholders dated August 23, 2000 informing
them that Chase Manhattan Corp. had completed its acquisition of Robert Fleming
Holdings Ltd., the parent company of JFIMI, and that, as a result of the
acquisition, U.S. securities laws require that the Fund's shareholders vote on
the renewal of the Fund's investment management contract with JFIMI. The letter
stated that the Fund plans to schedule a special shareholder meeting for this
purpose sometime in the fall of 2000.
3. Certain Conditions of the Offer. Notwithstanding any other provision of
the Offer, the Fund will not purchase shares pursuant to the Offer if (a) 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 pursuant to the Offer; (b) there is any (i) material
legal action or proceeding instituted or threatened which challenges, in the
Board's judgment, the Offer or otherwise materially adversely affects the Fund,
(ii) 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, (iii) declaration of a banking moratorium by Federal, state or relevant
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, (iv)
limitation which affects the Fund or the issuers of its portfolio securities
imposed by Federal, state or relevant foreign authorities on the extension of
credit by lending institutions or on the exchange of foreign currencies, (v)
commencement of war, armed hostilities or other international or national
calamity directly or indirectly involving the United States or any foreign
country that is material to the Fund, or (vi) other event or condition which, in
the Board's judgment, would have a material adverse effect on the Fund or its
shareholders if Shares tendered pursuant to the Offer were purchased; or (c) the
Board determines that effecting the transaction would constitute a breach of
their fiduciary duty owed the Fund or its shareholders. The Board may modify
these conditions in light of experience.
The conditions described in the paragraph above are for the Fund's sole
benefit and may be asserted by the Fund regardless of the circumstances giving
rise to any such condition (including any action or inaction of the Fund), and
any such condition may be waived by the Fund, in whole or in part, at any time
and from time to time in its reasonable judgment. The Fund's failure at any time
to exercise any of the foregoing rights shall not be deemed a waiver of any such
right; the waiver of any such right with respect to particular facts and
circumstances shall not be deemed a waiver with respect to any other facts or
circumstances; and each such right shall be deemed an ongoing right which may be
asserted at any time and from time to time. Any determination by the Fund
concerning the events described in this Section 3 shall be final and binding.
The Fund reserves the right, at any time while the Offer is pending, to
amend, extend or terminate the Offer in any respect. See Section 15.
4. Procedures for Tendering Shares.
a. Proper Tender of Shares. For Shares to be properly tendered
pursuant to the Offer, a shareholder must (i) properly complete and duly
execute a Letter of Transmittal bearing original signature(s) and the
orig-
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inal of any required signature guarantee(s), and any other documents
required by the Letter of Transmittal, and cause them to be delivered to
the Depositary at the Depositary's address set forth on the front cover of
this Offer and (ii) either deliver certificates for tendered Shares to the
Depositary at such address or, in the case of shareholders holding Shares
in book-entry form, cause its Shares to be delivered pursuant to the
procedures for book-entry delivery set forth below (and confirmation of
receipt of such delivery to be received by the Depositary). In the case of
both (i) and (ii), delivery must be made to the Depositary before midnight
New York Time on the Expiration Date. In lieu of the foregoing, a
tendering shareholder must comply with the guaranteed delivery procedures
set forth below. Letters of Transmittal and certificates representing
tendered Shares should not be sent or delivered to the Fund. Shareholders
who desire to tender Shares registered in the name of a broker, dealer,
commercial bank, trust company or other nominee must contact that firm to
effect a tender on their behalf.
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, directly or indirectly, 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 (a)
Shares and will deliver or cause to be delivered such Shares for the
purpose of tender to the Fund within the period specified in the Offer, or
(b) an equivalent security and, upon the 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 the shareholder has a net long position
in the Shares being tendered within the meaning of Rule 14e-4 and that its
tender of such Shares complies with Rule 14e-4.
b. Signature Guarantees and Method of Delivery. No signature
guarantee is required if (a) the Letter of Transmittal is signed by the
registered holder(s) (including, for purposes of this document, any
participant in The Depository Trust Company ("DTC") book-entry transfer
facility whose name appears on DTC's security position listing as the
owner of Shares) of the Shares tendered thereby, unless such holder(s) has
completed either the box entitled "Special Payment Instructions" or the
box entitled "Special Delivery Instructions" in the Letter of Transmittal,
or (b) the Shares tendered are tendered for the account of a firm (an
"Eligible Institution") which is a broker, dealer, commercial bank, credit
union, savings association or other entity and which is a member in good
standing of a stock transfer association's approved medallion program
(such as STAMP, SEMP or MSP). In all other cases, all signatures on the
Letter of Transmittal must be guaranteed by an Eligible Institution. See
Instruction 5 of the Letter of Transmittal.
If the Letter of Transmittal is signed by the registered holder(s)
of the Shares tendered thereby, the signature(s) must correspond with the
name(s) as written on the face of the certificate(s) for the Shares
tendered without alteration, enlargement or any change whatsoever.
If any of the Shares tendered thereby are owned of record by two or
more joint owners, all such owners must sign the Letter of Transmittal.
If any of the tendered Shares are registered in different names, it
is necessary to complete, sign and submit as many separate Letters of
Transmittal as there are different registrations.
If the Letter of Transmittal or any certificates for Shares tendered
or stock powers relating to Shares tendered are signed by trustees,
executors, administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity,
such persons should so indicate when signing, and proper evidence
satisfactory to the Fund of their authority to so act must be submitted.
If the Letter of Transmittal is signed by the registered holder(s)
of the Shares transmitted therewith, no endorsements of certificates or
separate stock powers with respect to such Shares are required unless
payment is to be made to, or certificates for Shares not purchased are to
be issued in the name of, a person other than the registered holder(s).
Signatures on such certificates or stock powers must be guaranteed by an
Eligible Institution. See Section 6.
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If the Letter of Transmittal is signed by a person other than the
registered holder(s) of the certificate(s) listed thereon, the
certificate(s) must be endorsed or accompanied by appropriate stock
powers, in either case signed exactly as the name(s) of the registered
holder(s) appear(s) on the certificate(s) for the Shares involved.
Signatures on such certificates or stock powers must be guaranteed by an
Eligible Institution. See Section 6.
c. Book-Entry Delivery. The Depositary has established an account
with respect to the Shares at DTC for purposes of the Offer. Any financial
institution that is a participant in the DTC system may make book-entry
delivery of tendered Shares by causing DTC to transfer such Shares into
the Depositary's account at DTC in accordance with DTC's procedures for
such transfers. However, although delivery of Shares may be effected
through book-entry transfer into the Depositary's account at DTC, a Letter
of Transmittal (or a copy or facsimile thereof) properly completed and
bearing original signature(s) and the original of any required signature
guarantee(s), or an Agent's Message (as defined below) in connection with
a book-entry transfer and any other documents required by the Letter of
Transmittal, must in any case be received by the Depositary prior to
midnight New York Time on the Expiration Date at one of its addresses set
forth on page 2 of this Offer, or the tendering shareholder must comply
with the guaranteed delivery procedures described below.
The term "Agent's Message" means a message from DTC transmitted to,
and received by, the Depositary forming a part of a timely confirmation of
a book-entry transfer of Shares (a "Book-Entry Confirmation") which states
that (a) DTC has received an express acknowledgment from the DTC
participant tendering the Shares that are the subject of the Book-Entry
Confirmation, (b) the DTC participant has received and agrees to be bound
by the terms of the Letter of Transmittal, and (c) the Fund may enforce
such agreement against the DTC participant.
Delivery of documents to DTC in accordance with DTC's procedures
does not constitute delivery to the Depositary.
d. Guaranteed Delivery. Notwithstanding the foregoing, if a
shareholder desires to tender Shares pursuant to the Offer and the
certificates for the Shares to be tendered are not immediately available,
or time will not permit the Letter of Transmittal and all documents
required by the Letter of Transmittal to reach the Depositary prior to
midnight New York Time on the Expiration Date, or a shareholder cannot
complete the procedures for delivery by book-entry transfer on a timely
basis, then such shareholder's Shares may nevertheless be tendered,
provided that all of the following conditions are satisfied:
(i) the tender is made by or through an Eligible Institution; and
(ii) a properly completed and duly executed Notice of Guaranteed
Delivery in the form provided by the Fund is received by the Depositary
prior to midnight New York Time on the Expiration Date; and
(iii) the certificates for all such tendered Shares, in proper form
for transfer, or a Book-Entry Confirmation with respect to such Shares, as
the case may be, together with a Letter of Transmittal (or a copy or
facsimile thereof) properly completed and bearing original signature(s)
and the original of any required signature guarantee(s) (or, in the case
of a book-entry transfer, an Agent's Message) and any documents required
by the Letter of Transmittal, are received by the Depositary prior to 5:00
P.M. New York Time on the second NYSE trading day after the date of
execution of the Notice of Guaranteed Delivery.
The Notice of Guaranteed Delivery may be delivered by hand,
transmitted by facsimile transmission or mailed to the Depositary and must
include a guarantee by an Eligible Institution and a representation that
the shareholder owns the Shares tendered within the meaning of, and that
the tender of the Shares effected thereby complies with, Rule 14e-4 under
the Exchange Act, each in the form set forth in the Notice of Guaranteed
Delivery.
The method of delivery of any documents, including share
certificates, the Letter of Transmittal and any other required documents,
is at the option and sole risk of the tendering shareholder. If documents
are sent by mail, registered mail with return receipt requested, properly
insured, is recommended. Shareholders have the responsibility to cause
their Shares to be tendered (in proper certificated or uncertificated
form), the Letter of Transmittal (or a copy or facsimile thereof) properly
completed and bearing original signature(s) and the original of any
required signature guarantee(s) and any other documents required by the
Letter of Transmittal, to be timely delivered. Timely delivery is a
condition precedent to acceptance of Shares for purchase pursuant to the
Offer and to payment of the purchase amount.
10
<PAGE>
Notwithstanding any other provision hereof, payment for Shares
accepted for payment pursuant to the Offer will in all cases be made only
after timely receipt by the Depositary of Share certificates evidencing
such Shares or a Book-Entry Confirmation of the delivery of such Shares
(if available), a Letter of Transmittal (or a copy or facsimile thereof)
properly completed and bearing original signature(s) and the original of
any required signature guarantee(s) or, in the case of a book-entry
transfer, an Agent's Message and any other documents required by the
Letter of Transmittal.
e. Determinations 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, which
determination shall be final and binding. The Fund reserves the absolute
right to reject tenders determined not to be in appropriate form or to
refuse to accept for payment, purchase, or pay for, any Shares if, in the
opinion of the Fund's counsel, accepting, purchasing or paying for such
Shares would be unlawful. The Fund also reserves the absolute right to
waive any of the conditions of the Offer or any defect in any tender,
whether generally or with respect to any particular Share(s) or
shareholder(s). The Fund's interpretations of the terms and conditions of
the Offer shall be final and binding.
Neither the Fund, its Board of Directors, JFIMI, the Depositary nor
any other person is or will be obligated to give any notice of any defect
or irregularity in any tender, and none of them will incur any liability
for failure to give any such notice.
f. United States Federal Income Tax Withholding. To prevent the
imposition of a U.S. federal backup withholding tax equal to 31% of the
gross payments made pursuant to the Offer, prior to such payments each
shareholder accepting the Offer who has not previously submitted to the
Fund a correct, completed and signed Form W-9 (for U.S. shareholders) or
Form W-8 (or other appropriate form) (for non-U.S. shareholders), or
otherwise established an exemption from such withholding, must submit the
appropriate form to the Depositary. See Section 14.
Under certain circumstances (see Section 14), the Depositary will
withhold a tax equal to 30% of the gross payments payable to a non-U.S.
shareholder unless the Depositary determines that a reduced rate of
withholding or an exemption from withholding is applicable. (Exemption
from backup withholding tax does not exempt a non-U.S. shareholder from
the 30% withholding tax.) For this purpose, a Non-U.S. shareholder, is, in
general, a shareholder that is not (i) a citizen or resident of the United
States, (ii) a corporation, partnership or other entitycreated or
organized in or under the laws of the United States, any State thereof or
the District of Columbia, (iii) an estate the income of which is subject
to United States federal income taxation regardless of the source of such
income, or (iv) a trust if a court within the United States is able to
exercise primary supervision over the administration of the trust and one
or more U.S. persons have the authority to control all substantial
decisions of the trust (a "Non-U.S. shareholder"). The Depositary will
determine a shareholder's status as a Non-U.S. shareholder and the
shareholder's eligibility for a reduced rate of, or an exemption from,
withholding by reference to any outstanding certificates or statements
concerning such eligibility, unless facts and circumstances indicate that
such reliance is not warranted. A Non-U.S. shareholder that has not
previously submitted the appropriate certificates or statements with
respect to a reduced rate of, or exemption from, withholding for which
such shareholder may be eligible should consider doing so in order to
avoid over-withholding. See Section 14.
5. Withdrawal Rights. At any time prior to midnight New York Time on the
Expiration Date, and, if the Shares have not by then been accepted for payment
by the Fund, at any time after November 7, 2000, any shareholder may withdraw
all, but not less than all, of the Shares that the shareholder has tendered.
To be effective, a written notice of withdrawal of Shares tendered must be
timely received by the Depositary at the appropriate address set forth on page 2
of this Offer. Shareholders may also send a facsimile transmission notice of
withdrawal, which must be timely received by the Depositary at (781) 575-4826
and the original notice of withdrawal must be delivered to the Depositary by
overnight courier or by hand the next day. Any notice of withdrawal must specify
the name(s) of the person having tendered the Shares to be withdrawn, the number
of Shares to be withdrawn (which may not be less than all of the Shares tendered
by the shareholder--see Sections 1 and 14) and, if one or more certificates
representing such Shares have been delivered or otherwise identified to the
Depositary, the name(s) of the registered owner(s) of such Shares as set forth
in such certificate(s) if different from the name(s) of the person tendering the
Shares. If one or more certificates have been delivered to the Depositary, then,
prior to the release of such certificate(s), the certificate number(s) shown on
the particular cer-
11
<PAGE>
tificate(s) evidencing such Shares must also be submitted and the signature on
the notice of withdrawal must be guaranteed by an Eligible Institution.
All questions as to the validity, form and eligibility (including time of
receipt) of notices of withdrawal will be determined by the Fund in its sole
discretion, which determination shall be final and binding. Shares properly
withdrawn will not thereafter be deemed to be tendered for purposes of the
Offer. Withdrawn Shares, however, may be re-tendered by following the procedures
described in Section 4 prior to midnight New York Time on the Expiration Date.
Except as otherwise provided in this Section 5, tenders of Shares made pursuant
to the Offer will be irrevocable.
Neither the Fund, its Board of Directors, JFIMI, the Depositary nor any
other person is or will be obligated to give any notice of any defect or
irregularity in any notice of withdrawal, nor shall any of them incur any
liability for failure to give any such notice.
6. Payment for Shares. For purposes of the Offer, the Fund will be deemed
to have accepted for payment and purchased Shares that are tendered (and not
withdrawn in accordance with Section 5 pursuant to the Offer) when and if it
gives oral or written notice to the Depositary of its acceptance of such Shares
for payment pursuant to the Offer. Under the Exchange Act, the Fund is obligated
to pay for or return tendered Shares promptly after the termination, expiration
or withdrawal of the Offer. Upon the terms and subject to the conditions of the
Offer, the Fund will pay for Shares properly tendered as soon as practicable
after the Expiration Date. The Fund will make payment for Shares purchased
pursuant to the Offer by depositing the aggregate purchase price for the Shares
so purchased with the Depositary, which will make payment to shareholders
promptly as directed by the Fund. Under no circumstances will the Fund pay
interest on the purchase price.
In all cases, payment for Shares purchased pursuant to the Offer will be
made only after timely receipt by the Depositary of: (a) a Letter of Transmittal
(or a copy thereof) properly completed and bearing original signature(s) and any
required signature guarantee(s), (b) such Shares (in proper certificated or
uncertificated form) and (c) any other documents required by the Letter of
Transmittal. Shareholders may be charged a fee by a broker, dealer or other
institution for processing the tender requested. Certificates representing
Shares tendered but not purchased will be returned promptly following the
termination, expiration or withdrawal of the Offer, without further expense to
the tendering shareholder. The Fund will pay any transfer taxes payable on the
transfer to it of Shares purchased pursuant to the Offer. If, however, tendered
Shares are registered in the name of any person other than the person signing
the Letter of Transmittal, the amount of any such transfer taxes (whether
imposed on the registered owner or such other person) payable on account of the
transfer to such person of such Shares will be deducted from the purchase price
unless satisfactory evidence of the payment of such taxes, or exemption
therefrom, is submitted. The Fund may not be obligated to purchase Shares
pursuant to the Offer under certain conditions. See Section 3.
Any tendering shareholder or other payee who has not previously submitted
a correct, completed and signed Form W-8 (or other appropriate form) or Form
W-9, as necessary, and who fails to complete fully and sign either a Form W-8
(or other appropriate form) or Form W-9 in the Letter of Transmittal and provide
that form to the Depositary, may be subject to federal backup withholding tax of
31% of the gross proceeds paid to such shareholder or other payee pursuant to
the Offer. See Section 14 regarding this tax as well as possible withholding at
the rate of 30% (or lower applicable treaty rate) on the gross proceeds payable
to tendering non-U.S. shareholders.
7. Source and Amount of Funds. The total cost to the Fund of purchasing
2,508,022 of its issued and outstanding Shares pursuant to the Offer would be
$36,549,405 (based on a price per Share of $14.573, 95% of the NAV as of the
close of the regular trading session of the NYSE on August 31, 2000). On August
31, 2000, the aggregate value of the Fund's net assets was $155,215,672.
To pay the aggregate purchase price of Shares accepted for payment
pursuant to the Offer, the Fund anticipates that funds will first be derived
from any cash on hand and then from the proceeds from the sale of portfolio
securities held by the Fund. The selection of which portfolio securities to
sell, if any, will be made by JFIMI, taking into account investment merit,
relative liquidity and applicable investment restrictions and legal
requirements. Although the Fund is authorized to borrow money to finance the
purchase of Shares, the Board believes that the Fund will have sufficient
resources through cash on hand and the disposition of assets to purchase Shares
in the Offer without utilizing such borrowing. However, the Fund reserves the
right to finance a portion of the Offer through temporary borrowing.
12
<PAGE>
Because the Fund may sell portfolio securities to raise cash for the
purchase of Shares, while the Offer is pending, and possibly for a short time
thereafter, the Fund may hold a greater than normal percentage of its assets in
cash and cash equivalents. Depending on market conditions, this change in Fund
assets may decrease the Fund's net income. As of August 31, 2000, cash and cash
equivalents constituted approximately 2.68% of the Fund's total assets.
Under some market circumstances, it may be necessary for the Fund to raise
cash by liquidating portfolio securities in a manner that could reduce the
market value of such securities and, thus, reduce both the NAV of the Shares and
the proceeds from the sale of such securities. Liquidating portfolio securities,
if necessary, may also lead to the premature disposition of portfolio
investments and additional transaction costs. Depending upon the timing of such
sales, any such decline in NAV may adversely affect any tendering shareholders
whose Shares are accepted for purchase by the Fund, as well as those
shareholders who do not sell Shares pursuant to the Offer. Shareholders who
retain their Shares may be subject to certain other effects of the Offer. See
Section 11.
8. Price Range of Shares; Dividends/Distributions. The following table
sets forth, for the periods indicated, the high and low NAVs per Share and the
high and low closing sale prices per Share as reported on the NYSE Composite
Tape, and the amounts of cash dividends/distributions per Share paid during such
periods.
<TABLE>
<CAPTION>
Net Asset Value Market Price
----------------- ---------------
Dividends/
Fiscal Year (ending November 30) High Low High Low Distributions
-------------------------------- ---- --- ---- --- -------------
<S> <C> <C> <C> <C> <C>
1998
1st Quarter .................. $ 8.12 $ 7.42 $ 7.250 $ 6.188 $--
2nd Quarter .................. 9.00 7.81 8.188 6.313 --
3rd Quarter .................. 7.38 6.59 6.188 4.563 --
4th Quarter .................. 7.22 6.59 5.813 4.750 --
1999
1st Quarter .................. $ 8.17 $ 6.50 $ 5.875 $ 4.938 --
2nd Quarter .................. 9.75 6.06 7.438 6.063 --
3rd Quarter .................. 11.97 9.38 8.625 6.625 --
4th Quarter .................. 13.68 11.52 9.438 8.125 --
2000
1st Quarter .................. $ 24.99 $ 14.46 $ 17.438 $ 9.375 --
2nd Quarter .................. 25.19 13.78 16.875 8.500 --
</TABLE>
As of the close of business on August 31, 2000, the Fund's NAV was $15.34
per Share, and the high, low and closing prices per Share on the NYSE on that
date were $12.063, $11.875 and $11.875, respectively. While the Offer is
pending, current NAV quotations can be obtained by contacting the Information
Agent in the manner indicated in Section 1.
The tendering of Shares, unless and until shares tendered are accepted for
payment and purchase, will not affect the record ownership of any such tendered
Shares for purposes of voting or entitlement to any dividends payable by the
Fund.
9. Selected Financial Information. The table below is intended to help you
understand the financial performance of the Fund. This information is derived
from financial and accounting records of the Fund.
This information has been audited, except as noted, by
PricewaterhouseCoopers LLP, the Fund's independent auditors, whose reports,
along with the Fund's financial statements, are incorporated herein by reference
and included in the Fund's Annual Reports to Shareholders. The Annual Reports
may be obtained without charge, by writing to the Information Agent, Georgeson
Shareholder Communications Inc., 17 State Street, 22nd Floor, New York, New York
10004, or by calling (877) 504-7026.
13
<PAGE>
================================================================================
JARDINE FLEMING INDIA FUND, INC.
FINANCIAL HIGHLIGHTS
================================================================================
The following table includes per Share operating performance data for a Share of
common stock outstanding, total investment return, ratios to average net assets
and other supplemental data for each period indicated. This information has been
derived from information provided in the financial statements and market price
data for the Fund's Shares.
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Six
Months
ended For the Years Ended November 30,
May 31, -----------------------------------------------------
2000 1999 1998 1997 1996 1995
----------- --------- --------- --------- --------- ---------
(Unaudited) (Audited) (Audited) (Audited) (Audited) (Audited)
<S> <C> <C> <C> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE
Net asset value, beginning of period ................. $ 14.23 $ 6.53 $ 8.09 $ 6.82 $ 7.74 $ 15.41
-------- -------- ------- ------- ------- -------
Net investment income (loss) ......................... (0.14) (0.11) (0.10) (0.13) (0.14) (0.16)
Net realized and unrealized gain/(loss) on investments
and other assets and liabilities denominated in
foreign currency ................................... .33 7.81 (1.46) 1.40 (0.78) (7.32)
-------- -------- ------- ------- ------- -------
Net increase (decrease) in net assets
resulting from operations .......................... .19 7.70 1.56 1.27 (0.92) (7.48)
-------- -------- ------- ------- ------- -------
Dividends and distributions to shareholders:
From net realized gain on investment ............... -- -- -- -- -- (0.12)
In excess of net realized gains .................... -- -- -- -- -- (0.07)
-------- -------- ------- ------- ------- -------
Total dividends and distributions to shareholders .... -- -- -- -- -- (0.19)
-------- -------- ------- ------- ------- -------
Net increase in net asset value
resulting from repurchase of common stock .......... 0.64 -- -- -- -- --
Net asset value, end of period ....................... $ 15.06 $ 14.23 $ 6.53 $ 8.09 $ 6.82 $ 7.74
======== ======== ======= ======= ======= =======
Market value, end of period .......................... $ 9.438 $ 9.438 $ 5.063 $ 6.625 $ 6.375 $ 9.000
======== ======== ======= ======= ======= =======
Total investment return based on:
Net asset value, %(a) .............................. 5.83 117.92 (19.28) 18.62 (11.89) (48.96)
Market price, %(a) ................................. 0.00 86.41 (23.58) 3.92 (29.17) (33.48)
======== ======== ======= ======= ======= =======
RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period (000 omitted) .............. $153,252 $160,859 $73,827 $91,430 $77,123 $87,479
Ratio of expenses to average net assets .............. 2.47(b) 2.50 2.81 2.68 3.28 2.90
Ratio of expenses to average net assets, excluding
interest ........................................... 1.71(b) 2.14 2.77 2.35 2.83 2.35
Ratio of net investment income (loss) to average
net assets ......................................... (1.36)(b) (1.18) (1.32) (1.52) (1.55) (1.38)
Portfolio turnover rate, % ........................... 29 56 73 53 81 49
</TABLE>
--------------------------------------------------------------------------------
(a) Total investment return is calculated assuming a purchase of common stock
on the opening of the first day and a sale on the closing of the last day
of each period reported. Dividends and distributions, if any, are assumed
for purposes of this calculation, to be reinvested at prices obtained
under the Fund's dividend reinvestment plan. Total investment return does
not reflect sales charges or brokerage commissions. Generally, total
investment return based on net asset value will be higher than total
investment return based on market price in periods where there is an
increase in the discount or a decrease in the premium of the market price
to the net asset value from the beginning to the end of such periods.
Conversely, total investment return based on net asset value will be lower
than total investment return based on market value in periods where there
is a decrease in the discount or an increase in the premium of the market
value to the net asset value from the beginning to the end of such
periods.
(b) Annualized.
================================================================================
14
<PAGE>
10. Interest of Directors, Executive Officers and Certain Related Persons.
Information, as of particular dates, concerning the Fund's directors and
executive officers, their remuneration, any material interest of such persons in
transactions with the Fund and other matters is required to be disclosed in
proxy statements distributed to the Fund's shareholders and filed with the U.S.
Securities and Exchange Commission (the "SEC"). Neither the Fund nor, to the
best of the Fund's knowledge, any of the Fund's directors or executive officers,
or associates of any of the foregoing, has effected any transaction in Shares,
except for dividend reinvestment and the Current Repurchase Program (described
in Section 2), during the past 40 business days. Except as set forth in this
Offer, neither the Fund, nor, to the best of the Fund's knowledge, any of the
Fund's officers or directors, 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. Based upon information provided or available to the Fund, no
director, officer or affiliate of the Fund intends to tender Shares pursuant to
the Offer. The Offer does not, however, restrict the purchase of Shares pursuant
to the Offer from any such person.
11. Certain Effects of the Offer. The purchase of Shares pursuant to the
Offer will increase the proportionate interest in the Fund of Stockholders who
do not tender Shares. All shareholders remaining after the Offer will be subject
to any increased risks associated with the reduction in the number of
outstanding shares and the reduction in the Fund's assets resulting from payment
for the tendered Shares, such as any greater volatility due to decreased
portfolio diversification and proportionately higher expenses. Under certain
circumstances, the need to raise cash in connection with the purchase of Shares
pursuant to the Offer may have an adverse effect on the Fund's NAV, its income
per Share. See Section 7. All Shares purchased by the Fund pursuant to the Offer
will be retired and thereafter will be authorized and unissued shares.
12. Certain Information about the Fund. The Fund's principal executive
offices are located at 51 W. 52nd Street, New York, New York 10019 (telephone
number (201) 318-4150. The Fund is a closed-end, non-diversified, management
investment company organized as a Maryland corporation. The Shares were first
issued to the public on March 3, 1994. As a closed-end investment company the
Fund differs from an open-end investment company 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 investment objective is long-term
capital appreciation through investments primarily in Indian equity securities.
The Fund has been managed since its inception by JFIMI.
JFIMI is a registered investment adviser under the Investment Advisers Act
of 1940, as amended, with offices located at P.O. Box 3151, Road Town, Tortola,
British West Indies. JFIMI currently manages two registered investment
companies, with combined assets of approximately $262 million. On August 1,
2000, Robert Fleming Holdings, Ltd., the parent company of JFIMI, was acquired
by The Chase Manhattan Corporation. As a result of this acquisition, JFIMI
became part of a global asset management group which will operate under the name
Chase Fleming Asset Management and will have approximately $331 billion under
management.
13. Additional Information. An Issuer Tender Offer Statement on Schedule
TO (the "Schedule TO") including the exhibits thereto, filed with the SEC,
provides certain additional information relating to the Offer, and may be
inspected and copied at the prescribed rates at the SEC's public reference
facilities at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, 7 World
Trade Center, Suite 1300, New York, New York 10048 and Citicorp Center, 500 W.
Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of the Schedule
TO and the exhibits may also be obtained by mail at the prescribed rates from
the Public Reference Branch of the SEC at 450 Fifth Street, N.W., Washington,
D.C. 20549, or by accessing the SEC's website at www.sec.gov.
14. Certain United States 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 based on current U.S. federal income tax
law, including applicable Treasury regulations and Internal Revenue Service
rulings. Each shareholder should consult the shareholder's tax adviser for a
full understanding of the tax consequences of such a sale, including potential
state, local and foreign taxation by jurisdictions of which the shareholder is a
citizen, resident or domiciliary.
U.S. shareholders. It is anticipated that shareholders (other than
tax-exempt persons) who are citizens and/or residents of the U.S., corporations,
partnerships or other entities created or organized in or under the laws of the
U.S. or any State thereof or the District of Columbia, estates the income of
which is subject to U.S. federal income
15
<PAGE>
taxation regardless of the source of such income, and trusts if a court within
the United States is able to exercise primary supervision over the
administration of the trust and one or more U.S. persons have the authority to
control all substantial decisions of the trust ("U.S. shareholders"), and who
sell Shares pursuant to the Offer will recognize gain or loss for U.S. federal
income tax purposes equal to the difference between the amount of cash they
receive pursuant to the Offer and their adjusted tax basis in the Shares sold.
The sale date for tax purposes will be the date the Fund accepts Shares for
purchase. This gain or loss will be capital gain or loss if the Shares sold are
held by the tendering U.S. shareholder at the time of sale as a capital asset
and will be treated as either long-term or short-term if the Shares have been
held at that time for more than one year or one year or less, respectively. Any
such long-term capital gain realized by a non-corporate U.S. shareholder will be
taxed at a maximum rate of 20% if the Shares had been held for more than one
year at the time of their sale. This U.S. federal income tax treatment, however,
is based on the expectation that not all shareholders will tender their Shares
pursuant to the Offer and that the continuing ownership interest in the Fund of
tendering shareholders will be sufficiently reduced to qualify the sale as a
sale rather than a distribution for U.S. federal income tax purposes. It is
therefore possible that the cash received for the Shares purchased would be
taxable as a distribution by the Fund, rather than as a gain from the sale of
the Shares. In that event, the cash received by a U.S. shareholder will be
taxable as a dividend (i.e., as ordinary income) to the extent of the U.S.
shareholder's allocable share of the Fund's current or accumulated earnings and
profits, with the excess of the cash received over the portion so taxable
constituting a non-taxable return of capital to the extent of the U.S.
shareholder's tax basis in the Shares sold and with any remaining excess of such
cash being treated as either long-term or short-term capital gain from the sale
of the Shares depending on how long they were held by the U.S. shareholder. If
cash received by a U.S. shareholder is taxable as a dividend, the shareholder's
tax basis in the purchased Shares will be considered transferred to the
remaining Shares held by the shareholder. In the case of a tendering U.S.
shareholder that is a corporation treated as receiving a distribution from the
Fund pursuant to the Offer, special basis adjustments may also be applicable
with respect to any Shares of such a U.S. shareholder not purchased pursuant to
the Offer.
Under the "wash sale" rules under the Code, loss recognized on Shares sold
pursuant to the Offer will ordinarily be disallowed to the extent the U.S.
shareholder acquires Shares within 30 days before or after the date the 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.
The Depositary may be required to withhold 31% of the gross proceeds paid
to a U.S. shareholder or other payee pursuant to the Offer unless either: (a)
the U.S. shareholder has completed and submitted to the Depositary an IRS Form
W-9 (or Substitute Form W-9), providing the U.S. shareholder's employer
identification number or social security number as applicable, and certifying
under penalties of perjury that: (a) such number is correct; (b) either (i) the
U.S. shareholder is exempt from backup withholding, (ii) the U.S. shareholder
has not been notified by the Internal Revenue Service that the U.S. shareholder
is subject to backup withholding as a result of an under-reporting of interest
or dividends, or (iii) the Internal Revenue Service has notified the U.S.
shareholder that the U.S. shareholder is no longer subject to backup
withholding; or (c) an exception applies under applicable law. A Substitute Form
W-9 is included as part of the Letter of Transmittal for U.S. shareholders.
Non-U.S. shareholders. The U.S. federal income taxation of a Non-U.S.
shareholder on a sale of Shares pursuant to the Offer depends on whether this
transaction is "effectively connected" with a trade or business carried on in
the U.S. by the Non-U.S. shareholder as well as the tax characterization of the
transaction as either a sale of the Shares or a distribution by the Fund, as
discussed above for U.S. shareholders. If the sale of Shares pursuant to the
Offer is not so effectively connected and if, as anticipated for U.S.
shareholders, it gives rise to gain or loss, any gain realized by a Non-U.S.
shareholder upon the tender of Shares pursuant to the Offer will not be subject
to U.S. federal income tax or to any U.S. tax withholding, provided, however,
that such a gain will be subject to U.S. federal income tax at the rate of 30%
(or such lower rate as may be applicable under a tax treaty) if the Non-U.S.
shareholder is a non-resident alien individual who is physically present in the
United States for more than 182 days during the taxable year of the sale. If,
however, U.S. shareholders are deemed to receive a distribution from the Fund
with respect to Shares they tender, the cash received by a tendering Non-U.S.
shareholder will also be treated for U.S. tax purposes as a distribution by the
Fund, with the cash then being characterized in the same manner as described
above for U.S. shareholders. In such an event, the portion of the distribution
treated as a dividend to the Non-U.S. shareholder would be subject to a U.S.
withholding tax at the rate of 30% (or such lower rate as may be applicable
under a tax treaty) if the dividend does not constitute effectively connected
income. If the amount realized on the tender of Shares by a Non-U.S. shareholder
is effectively connected income, regard-
16
<PAGE>
less of whether the tender is characterized as a sale or as giving rise to a
distribution from the Fund for U.S. federal income tax purposes, the transaction
will be treated and taxed in the same manner as if the Shares involved were
tendered by a U.S. shareholder.
Non-U.S. shareholders should provide the Depositary with a completed Form
W-8 (or other appropriate form) in order to avoid 31% backup withholding on the
cash they receive from the Fund regardless of how they are taxed with respect to
their tender of the Shares involved.
15. Amendments; Extension of Tender Period; Termination. The Fund reserves
the right, at any time while the Offer is pending, to amend, extend or terminate
the Offer in any respect. Without limiting the manner in which the Fund may
choose to make a public announcement of such an amendment, extension or
termination, the Fund shall have no obligation to publish, advertise or
otherwise communicate any such public announcement, except as provided by
applicable law (including Rule 14e-1(d) promulgated under the Exchange Act) and
by the requirements of the NYSE (including the listing agreement with respect to
the Shares).
Except to the extent required by applicable law (including Rule
13e-4(f)(1) promulgated under the Exchange Act), the Fund will have no
obligation to extend the Offer. In the event that the Fund is obligated to, or
elects to, extend the Offer, the purchase price for each Share purchased
pursuant to the Offer will be equal to 95% of the per Share NAV determined as of
the close of the regular trading session of the NYSE on the trading day after
the Expiration Date. No Shares will be accepted for payment until on or after
the new Expiration Date.
16. Miscellaneous. The Offer is not being made to, nor will the Fund
accept tenders from, or on behalf of, owners of Shares in any jurisdiction in
which the making of the Offer or its acceptance would not comply with the
securities or "blue sky" laws of that jurisdiction. The Fund is not aware of any
jurisdiction in which the making of the Offer or the acceptance of tenders of,
purchase of, or payment for, Shares in accordance with the Offer would not be in
compliance with the laws of such jurisdiction. The Fund, however, reserves the
right to exclude shareholders in any jurisdiction in which it is asserted that
the Offer cannot lawfully be made or tendered Shares cannot lawfully be
accepted, purchased or paid for. 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 exclusion of holders residing in any such jurisdiction is permitted
under Rule 13e-4(f)(9) promulgated under the Exchange Act. In any jurisdiction
where the securities, blue sky or other laws require the Offer to be made by a
licensed broker or dealer, the Offer shall be deemed to be made on the Fund's
behalf by one or more brokers or dealers licensed under the laws of such
jurisdiction.
September 14, 2000 Jardine Fleming India Fund, Inc.
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