Form SC TO-I/A NEW IRELAND FUND INC Filed by: NEW IRELAND FUND INC

As filed with the Securities and Exchange Commission on May 14, 2021

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

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Schedule TO

 

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

 

Amendment No. 2

 

The New Ireland Fund, Inc.

(Name of Subject Company (Issuer))

 

The New Ireland Fund, Inc.

(Name of Filing Persons (Offeror and Issuer))

 

Shares of Common Stock

(Title of Class of Securities)

 

645673104

(CUSIP Number of Class of Securities)

 

THE NEW IRELAND FUND, INC.

c/o KBI Global Investors (North America) Ltd

One Boston Place

201 Washington Street, 36th Floor

Boston, MA 02108

1-800-468-6475

 

(Name, address, and telephone number of person authorized to receive

notices and communications on behalf of filing persons)

 

With a copy to:

Elliot J. Gluck, Esq.

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, New York 10019-6099

(212) 728-8000

 

CALCULATION OF FILING FEE

 

Transaction Value: $17,495,786*

Amount of Filing Fee: $1,908.79**

 

*

Estimated for purposes of calculating the filing fee only. Pursuant to Rule 0-11(b)(1) under the Securities Exchange Act of 1934, as amended, the Transaction Value was calculated by multiplying 1,213,300 shares of common stock of The New Ireland Fund, Inc. (25% of the total number of shares outstanding on April 8, 2021) by $14.42, which represents 98% of the net asset value per share of $14.71 as of the close of the regular trading session of the New York Stock Exchange on April 8, 2021.

 

**	Calculated at $109.10 per $1,000,000 of the transaction value.

 

[X]	Check the box if any part of the filing fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of the filing.

 

	Amount Previously Paid: $1,908.79
	Form or Registration No.: Schedule TO
	Filing Party: The New Ireland Fund, Inc.
	Date Filed: April 15, 2021
[ ]	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates
[ ]	Third-party tender offer subject to Rule 14d-1.
[X]	Issuer tender offer subject to Rule 13e-4
[ ]	Going-private transaction subject to Rule 13e-4
[ ]	Amendment to Schedule 13D under Rule 13d-2
[ ]	Check the following box if the filing is a final amendment reporting the results of the tender offer.

 

Explanatory Note

 

This Amendment No. 2 amends and supplements the tender offer statement on Schedule TO originally filed by The New Ireland Fund, Inc. (the “Fund”) with the Securities and Exchange Commission (the “Commission”) on April 15, 2017 to add an additional exhibit for the purpose of announcing the preliminary results of the tender offer, in accordance with Rule 13e-4(c) promulgated under the Securities Exchange Act of 1934, as amended.

 

Item 1 through Item 11.

 

The information in the Offer to Purchase, as amended hereby, and the related Letter of Transmittal is incorporated herein by reference with respect to Item 1 through Item 11 of this Issuer Tender Offer Statement on Schedule TO.

 

Item 12. Exhibits.

 

(a)(1)(i)	Offer to Purchase.*
(a)(1)(ii)	Form of Letter of Transmittal.*
(a)(1)(iii)	Form of Notice of Guaranteed Delivery.*
(a)(1)(iv)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(v)	Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(vi)	Amendment to Offer to Purchase.**
(a)(2)	None.
(a)(5)(i)	Text of Letter to Shareholders of the Fund.*
(a)(5)(ii)	Text of press release dated and issued on April 5, 2021.*
(a)(5)(iii)	Text of press release dated and issued on May 14, 2021.
(b)	None.
(d)	Agreement between Bulldog Investors, LLP and The New Ireland Fund, Inc.*
(g)	None.
(h)	None.

 

*

Previously filed as an exhibit to the Schedule TO filed by the Fund with the Commission on April 15, 2021.

**

Previously filed as an exhibit to Schedule TO filed by the Fund with the Commission on April 21, 2021

 

Item 13. Information required by Schedule 13E-3.

 

Not applicable.

 

SIGNATURE

 

After due 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.

 

THE NEW IRELAND FUND, INC.

 

/s/ Sean Hawkshaw

Name: Sean Hawkshaw

Title: Director & President

 

Dated: May 14, 2021

 

 

Exhibit (a)(5)(iii)

 

PRESS RELEASE

 

5/14/2021

 

The New Ireland Fund, Inc. - Tender Offer Update

 

Boston, Massachusetts –May 14, 2021 - The New Ireland Fund, Inc. (NYSE: IRL) announced today the preliminary results of its tender offer, which expired at 11:59 p.m. Eastern Time on Thursday, May 13, 2021. The purchase price of properly tendered shares is 98% of the net asset value per share determined as of the close of the regular trading session of the New York Stock Exchange on May 14, 2021, which is equal to $14.78 per share.

 

As of Thursday, May 13, 2021, there were 4,853,202 outstanding shares of the Fund, and the amount of shares to be purchased under the terms of the offer amounts to approximately 1,213,300 shares.

 

The preliminary count by American Stock Transfer & Trust Company LLC, the Fund's depositary agent, indicated that approximately 3,060,731 shares were validly tendered prior to the expiration of the Fund's offer. This count is subject to final confirmation and the proper delivery of all shares tendered and not withdrawn. Because the number of shares tendered exceeds the number of shares that the Fund is offering to repurchase, those Fund shares tendered will be accepted on a pro-rata basis. The preliminary ratio of shares tendered to be accepted for payment is approximately 88.391 percent.

 

The New Ireland Fund, Inc. is a non-diversified, closed-end management investment company that seeks long-term capital appreciation through investing at least 80% of its assets in Irish equity and fixed income securities. The Fund, which is managed by KBI Global Investors (North America) Ltd, is listed on the New York Stock Exchange under the trading symbol "IRL". For further information, please contact the Fund at 1-800-468-6475.

 

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