UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
Taiwan Greater China Fund
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
874037104
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(CUSIP Number)
Barry M. Olliff
c/o City of London Investment Management Company Limited
77 Gracechurch Street, London, UK EC3V 0AS
+44 207 711 0771
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
December 30, 2009
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(Date of Event Which Requires Filing of This Statement)
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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CUSIP No. 874037104 13D Page 2 of 9 Pages
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1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
CITY OF LONDON INVESTMENT GROUP PLC, (CLIG) A COMPANY INCORPORATED UNDER THE
LAWS OF ENGLAND & WALES
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_].
(b) [_].
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
OO
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(D) OR 2(E)
[_]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
England and Wales
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7. SOLE VOTING POWER
3,015,882
NUMBER OF -------- --------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH -------- --------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 3,015,882
WITH
-------- --------------------------------------
10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,015,882
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_].
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
25.58%
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14. TYPE OF REPORTING PERSON*
HC
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CUSIP No. 874037104 13D Page 3 of 9 Pages
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1. NAME 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.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_].
(b) [_].
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(D) OR 2(E)
[_]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
England and Wales
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7. SOLE VOTING POWER
3,015,882
NUMBER OF -------- --------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH -------- --------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 3,015,882
WITH
-------- --------------------------------------
10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,015,882
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_].
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
25.58%
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14. TYPE OF REPORTING PERSON*
IA
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CUSIP No. 874037104 13D Page 4 of 9 Pages
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ITEM 1(A). NAME OF ISSUER:
Taiwan Greater China Fund
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
The principal executive offices of the Fund are located at The
Taiwan Greater China Fund, c/o Brown Brothers Harriman, 40 Water
Street, Boston, MA 02196-2047. Attn Cheryl Chang, Secretary
(617-772-1616)
ITEM 2. IDENTITY AND BACKGROUND.
(a). This statement is being filed by City of London Investment
Group PLC ("CLIG") and City of London Investment Management
Company Limited ("CLIM," and together with CLIG, the "Reporting
Persons").
(b). The business address and principal executive offices of CLIG
are 77 Gracechurch Street London, EC3V 0AS England. The directors
and executive officers of CLIG, their business addresses and
present principal occupation or employment are set forth on Annex
A attached to this Schedule 13D. The business address and
principal executive offices of CLIM are 77 Gracechurch Street
London, EC3V 0AS England. The directors and executive officers of
CLIM, their business addresses and present principal occupation
or employment are set forth on Annex A attached
(c). The principal business of CLIG is serving as the parent
holding company for the City of London group of companies,
including CLIM. CLIM is an emerging markets fund manager which
specializes in investing in closed-end investment companies and
is a registered investment adviser under Section 203 of the
Investment Advisers Act of 1940. CLIM is controlled by CLIG. CLIM
is principally engaged in the business of providing investment
advisory services to various public and private investment funds,
including The Emerging World Fund ("EWF"), a Dublin,
Ireland-listed open-ended investment company, Investable Emerging
Markets Country Fund ("IEM"), a private investment fund organized
as a Delaware business trust, Emerging (BMI) Markets Country Fund
("BMI"), a private investment fund organized as a Delaware
business trust, Emerging Free Markets Country Fund ("FREE"), a
private investment fund organized as a Delaware business trust,
The EM Plus CEF Fund ("PLUS"), a private investment fund
organized as a Delaware business trust and thirteen unaffiliated
third-party segregated accounts over which CLIM exercises
discretionary voting and investment authority (the "Segregated
Accounts").
EWF, IEM, BMI, FREE, and PLUS are collectively referred to herein
as the "City of London Funds."
(d). None of the Reporting Persons has, during the last five
years, been convicted in any criminal proceeding.
(e). None of the Reporting Persons has, during the last five
years, been a party to any civil proceeding commenced before a
judicial or administrative body of competent
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CUSIP No. 874037104 13D Page 5 of 9 Pages
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jurisdiction as a result of which it or he was or is now subject
to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to
such laws.
(f). City of London Investment Group PLC, (CLIG) and City of
London Investment Management Company Limited (CLIM) are companies
incorporated under the laws of England and Wales.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATIONS.
Beneficial ownership of the Shares to which this statement
relates was acquired by the Reporting Persons with invested
capital of the City of London Funds and the Segregated Accounts.
The aggregate purchase price of the 3,015,882 Shares beneficially
owned by the Reporting Persons was $17,162,369, inclusive of
brokerage commissions. The aggregate purchase price of the
362,804 Shares owned directly by EWF was $2,154,277, inclusive of
brokerage commissions. The aggregate purchase price of the
141,163 Shares owned directly by BMI was $824,252, inclusive of
brokerage commissions. The aggregate purchase price of the
364,285 Shares owned directly by IEM was $2,116,395, inclusive of
brokerage commissions. The aggregate purchase price of the
305,561 Shares owned directly by FREE was $2,150,100, inclusive
of brokerage commissions. The aggregate purchase price of the
56,040 Shares owned directly by PLUS was $288,814, inclusive of
brokerage commissions. The aggregate purchase price of the
1,786,029 Shares owned directly by the Segregated Accounts was
$9,628,531, inclusive of brokerage commissions.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Persons believe the Board of Directors of the Fund
has substantially failed over the past year to take meaningful
actions to permanently reduce or eliminate the substantial and
persistent discount to net asset value ("NAV") at which the
Fund's shares have been trading. In August 2009, the Reporting
Persons communicated with the Board regarding the persistently
wide discount at which the company's shares traded, inviting them
to consider taking remedial action. The Fund recently announced
that the discount level has triggered a proposal for a binding
resolution to convert the Fund into an open-end investment that
will be submitted at the next Annual General Meeting of
Shareholders. The Reporting Persons intend to vote in favor of
this resolution to convert the fund into an open-end investment
vehicle.
ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER.
(a) and (b). As of the date hereof, CLIG, through its control of
CLIM, and CLIM, in its capacity as investment adviser to the City
of London Funds and the Segregated Accounts, have voting and
dispositive power with respect to all 3,015,882 Shares owned
directly by the City of London Funds and the Segregated Accounts,
representing approximately 25.58 % of the 11.788 million Shares
outstanding as of December 30, 2008, as reported by the Fund. As
of the date hereof, EWF, IEM, BMI, FREE, PLUS, and the Segregated
Accounts owned directly 362,804, 364,285, 141,163, 305,561,
56,040, and 1,786,029 Shares, respectively, representing
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CUSIP No. 874037104 13D Page 6 of 9 Pages
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approximately 3.07%, 3.09%, 1.20%, 2.59%, 0.48%, and 15.15%,
respectively, of the 11.788 million Shares outstanding as of
December 21, 2009, as reported by the Fund at the completion of
the tender. The resulting ownership in excess of 3% of the
outstanding voting shares of the Fund by EWF, and IEM,
respectively, resulted from a share buy-back program instituted
by the Fund which had the effect of reducing the total amount of
the Fund's voting shares outstanding, and not as a result of a
direct purchase or acquisition of Fund shares by EWF, and IEM.
Such ownership in excess of 3% of the Fund's shares by EWF, and
IEM is therefore specifically exempted from Section 12(d)(1)(A)
of the Investment Company Act of 1940.
(c). Information with respect to all transactions in the Shares
beneficially owned by the Reporting Persons that were effected
during the past 60 days is set forth below:
N / A
(d). Other than disclosed herein, no other person is known to
have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, such Shares.
(e). Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Except as set forth in Item 4 of this Schedule 13D, none of the
Reporting Persons has any contract, arrangement, understanding or
relationship (legal or otherwise) with any person 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 securities of the Fund, joint
ventures, loan or option arrangements, puts or calls, guaranties
of profits, division of profits or losses, or the giving or
withholding of proxies.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
See Letter dated December 30, 2009 attached hereto as Exhibit A.
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CUSIP No. 874037104 13D Page 7 of 9 Pages
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SIGNATURE
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.
Dated: December 30, 2009
CITY OF LONDON INVESTMENT GROUP PLC
/s/ Barry M. Olliff
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Name: Barry M. Olliff
Title: Director
CITY OF LONDON INVESTMENT MANAGEMENT
COMPANY LIMITED
/s/ Barry M. Olliff
----------------------------------
Name: Barry M. Olliff
Title: Director
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CUSIP No. 874037104 13D Page 8 of 9 Pages
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ANNEX A
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DIRECTORS AND EXECUTIVE OFFICERS
The names of the directors and executive officers of CLIG and their business
addresses and present principal occupation or employment are set forth below. If
no business address is given, the business address of such director or executive
officer is c/o City of London Investment Group PLC, 77 Gracechurch Street,
London EC3V 0AS, England.
Andrew Davison Chairman
Barry Olliff Chief Executive Officer
Douglas Allison Finance Director
David Cardale Non-Executive Director
Omar Ashur Non-Executive Director
George Robb Non-Executive Director
Allen Bufferd Non-Executive Director
Carlos Yuste Business Development Director
Thomas Griffith Chief Operating Officer
The names of the directors and executive officers of CLIM and their business
addresses and present principal occupation or employment are set forth below. If
no business address is given, the business address of such director or executive
officer is c/o City of London Investment Management Limited, 77 Gracechurch
Street, London EC3V 0AS, England.
Barry Olliff Chief Investment Officer
Douglas Allison Finance Director
Michael Russell Director
Thomas Griffith Director
Carlos Yuste Director
Christopher Weaver Director
Jeremy Banister Director
Martin Garzaron Director
Valerie Tannahill Director
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CUSIP No. 874037104 13D Page 9 of 9 Pages
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EXHIBIT A
December 30, 2009
Pedro-Pablo Kuczynski
The Taiwan Greater China Fund
111 Gillett Street
Hartford, CT 06105
Dear Mr. Kuczynski,
The Taiwan Greater China Fund, Inc. recently announced to the Market that at the
next Annual General Meeting of Shareholders, the Board will submit to
shareholders a binding resolution to convert the Fund into an open-end
investment company, an action necessitated by the wide discount to NAV at which
the Fund's shares trade. City of London Investment Management would like to
remind the Board that we have repeatedly expressed concern over the Fund's
discount, as well as the consistently poor performance of the Fund relative to
the Taiwan Stock Exchange Index. As such, we feel that the triggering of the
resolution can only be viewed as the natural result of ineffective management of
the Fund's assets and a lack of meaningful corporate governance, and it is for
these reasons that we intend to vote in support of the resolution.
We would also take this opportunity to comment upon the filing on November 12 of
a preliminary prospectus for a Rights Offering. We find it extraordinary that
the Fund would consider issuing additional shares when the discount is so wide,
a fact that, at least in part, must be attributed to a distinct lack of demand.
In such an environment, proposing a Rights Offering only serves to send mixed
messages to the market. To actually move forward with one would suggest that
Management is more interested in increasing its fees than in providing a
competitive product for investors. This, we would point out, is yet another
example of the lack of responsible corporate governance being demonstrated by
the Board.
In view of our many discussions with Fund Management and the Board, we would
assume our stated intentions regarding this resolution and our response to the
possibility of a Rights Offering come as no surprise. We simply feel it
necessary to make the Fund and the Market aware of our stance as soon as
possible.
Regards,
Jeremy Bannister