Filing Details

Common Stock, par value $.01 per share

 

 

 

c/o City of London Investment Management Company Limited

77 Gracechurch Street, London, UK EC3V 0AS

+44 207 711 0771

 

 

March 22, 2017

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), (f) or (g), check the following box ☐.

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information, which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

 

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1	NAMES OF REPORTING PERSONS
	S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
	City of London Investment Management Company Limited (CLIM), a company incorporated under the laws of England and Wales.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS*
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	England and Wales
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			4,649,247
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			4,649,247
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,649,247
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	45.0%
14	TYPE OF REPORTING PERSON*
	IA

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct.

 

Exhibit A

March 22, 2017

Mr. Michael J. Downey, Chairman

The Asia Pacific Fund, Inc.

c/o: AST Fund Solutions LLC

48 Wall Street, 22^nd Floor

New York, NY 10005

Dear Mr. Downey,

City of London Investment Management Company Limited ("City of London"), on behalf of our clients, is a long-term investor in emerging markets closed-end funds. We first became a shareholder in The Asia Pacific Fund, Inc. (the "Fund") more than 15 years ago.

The Fund's current discount is wide and the average annual discount has widened in each of the past five calendar years (2016: 15.6%; 2015 12.5%; 2014: 10.7%; 2013: 10.3%; 2012: 10.2%) [Source: Bloomberg]. Recent investment performance has been weak (5.8% behind the benchmark index over the 12-month period ending December 31, 2016) [Source: Fund's "Monthly Fact Sheet"]. In addition, in 2015 the investment manager began to serve as the subadvisor of an open-end mutual fund at a lower annual investment management fee for a smaller pool of assets.

The Board of Directors has been unresponsive to the plight of Fund shareholders and has demonstrated weak corporate governance.  Five of the seven Directors have served on the Board for 10 or more years, with three serving since the 1980's.  The discount has averaged greater than 10% over the 12-month period ending February 28, 2017.  Therefore, we intend to vote against the re-election of those Directors who are up for re-election in 2017. We note that the voting standard is majority voting. Last year, Mr. Nicholas T. Sibley failed to be re-elected and the Board accepted his resignation.

The relationship between the supply and the demand for Fund shares is clearly out of balance and shareholders have suffered from the Fund's widening discount. The Board of Directors had many opportunities to take steps – possibly involving a tender, open-ending, merger or liquidation – to address the discount before it reached this point of no return. We believe the Board of Directors should now voluntarily take steps to provide for the orderly return of all stockholder equity at NAV less the cost of liquidation expenses.

Sincerely yours,

Jeremy Bannister

Director, Corporate Governance