SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
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[X] 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
LAXEY UNIVERSAL VALUE LP
LP VALUE LIMITED
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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
AN IMPORTANT MESSAGE TO THE INDIA FUND, INC. STOCKHOLDERS
March 17, 2003
Dear Fellow Stockholder:
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.
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. We intend to solicit proxies from at least a majority of the
outstanding shares AGAINST the Fund's proposals at the Fund's 2003 Annual
Meeting of Stockholders.
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
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. 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.
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Licensed to conduct Investment Business by the Isle of Man Financial Supervision
Commission
Directors: Colin Kingsnorth; Andrew Leasor; Andrew Pegge; Michael Haxby;
Christopher Bruce
Registered Number: 93741C
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The India Fund, Inc.
March 17, 2003
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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.
Without a higher level of specificity and commitment in the interval repurchase
program, 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 also intends to solicit 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.
We believe that the stockholders of the Fund wish to have the
opportunity to be able to receive at least 98% of NAV for their shares on a
regular basis. Our interests are aligned with yours - to maximize stockholder
value and liquidity. We therefore urge stockholders to vote
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The India Fund, Inc.
March 17, 2003
Page 2
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.
Sincerely yours,
LAXEY PARTNERS LIMITED
/s/ Andrew Pegge
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Name: Andrew Pegge
Title: Director
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SECURITIES LAW LEGEND
LAXEY IS NOT SOLICITING PROXIES AT THIS TIME. A PROXY STATEMENT
DESCRIBING LAXEY'S SOLICITATION OF PROXIES TO VOTE AGAINST THE FUND'S PROPOSALS
IS CURRENTLY BEING PREPARED. LAXEY WILL CAUSE THE PROXY STATEMENT AND THE
RELATED FORM OF PROXY TO BE MAILED TO YOU, WHEN COMPLETED. YOU SHOULD READ THE
PROXY STATEMENT WHEN IT BECOMES AVAILABLE TO OBTAIN INFORMATION ABOUT LAXEY, ITS
MANAGED FUNDS, ITS OFFICERS AND DIRECTORS. A COPY OF THE PROXY STATEMENT AND
OTHER RELATED DOCUMENTS PREPARED BY OR ON BEHALF OF LAXEY AND FILED WITH THE SEC
WILL BE AVAILABLE FOR FREE, EITHER AT THE WEBSITE OF THE SEC
(http://www.sec.gov) OR FROM LAXEY BY WRITING TO: LAXEY PARTNERS LIMITED,
STANLEY HOUSE, 7-9 MARKET HILL, DOUGLAS, ISLE OF MAN IM1 2BF, 011 44 1624
629365, ATTENTION: DIRECTOR.
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PARTICIPANT INFORMATION
The name, address and the number of shares of common stock beneficially
owned for each soliciting participant is as follows:
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 March 14, 2003,
Catalyst is the beneficial owner of 150,000 shares of the Fund.
LP Value Limited, a British Virgin Islands company ("LPV"):
Formed in October 2001, LPV is an investment international business company
established incorporated 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 March 14, 2003, LPV is
the beneficial owner of 160,500 shares of the Fund.
Laxey Universal Value Limited, 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 wholly-owned subsidiary of Laxey, 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 March 14, 2003, LUV is the
beneficial owner of 100,000 shares of the Fund.
Laxey Partners Limited, an Isle of Man company ("Laxey"):
Formed in November 1998, Laxey is a global active value fund manager
specializing in arbitrage-led investment. Laxey is the investment manager for
VCF, 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 March 14, 2003, Laxey, through its management of
VCF, LPV and LUV and, through such private investment entities and unaffiliated
third party discretionary accounts, is the beneficial owner of 500,500 shares of
the Fund.
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Colin Kingsnorth, a British citizen ("Kingsnorth"); and Andrew Pegge, a British
citizen ("Pegge" and, collectively with Catalyst, LPV, LUV, Laxey, and
Kingsnorth, the "Stockholders"):
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 March
14, 2003, each of Messrs. Kingsnorth and Pegge is the beneficial owner of
500,500 shares of the Fund.
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