CAF Morgan Stanley China A Share Fund Inc

 

As filed with the Securities and Exchange Commission on February 23, 2024

 

Securities and Exchange Commission
Washington, D.C 20549

 

 

SCHEDULE TO

 

 

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

 

 

Morgan Stanley China A Share Fund, Inc.

(Name of Subject Company [Issuer])

 

 

Morgan Stanley China A Share Fund, Inc.

(Name of Filing Persons [Issuer])

 

 

Common Stock, Par Value $0.01 Per Share

(Title of Class of Securities)

 

617468103

(CUSIP Number of Class of Securities)

 

1585 Broadway

New York, New York 10036

(Address of Principal Executive Office)

 

Telephone Number, Including Area Code: (212) 537-2607

 

Mary E. Mullin, Esq.
1633 Broadway

New York, New York 10019

(Name and Address of Agent for Service)

 

 

Copies to:

 

Mark F. Parise, Esq. Perkins Coie LLP 1155 Avenue of the Americas 22nd Floor New York, New York 10036

Allison M. Fumai, Esq. Dechert LLP 1095 Avenue of the Americas New York, New York 10036

 

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement)

 

¨

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-3.

 

¨

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. ¨

 

 

 

Introductory Statement

 

This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule TO originally filed by Morgan Stanley China A Share Fund, Inc. (the “Fund”) with the Securities and Exchange Commission (the “Commission”) on January 22, 2024 to add an additional exhibit in accordance with Rule 13e-4(c)(1) promulgated under the Securities Exchange Act of 1934, as amended.

 

Item 12. Exhibits.

 

(a)(1)(i)		Issuer Tender Offer Statement, dated January 22, 2024.*
(a)(1)(ii)		Form of Letter of Transmittal.*
(a)(1)(iii)		Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(iv)		Form of Letter to Clients of Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(v)		Form of Letter to Stockholders.*
(a)(2)		None.
(a)(5)		Text of press release dated and issued on December 7, 2023.*
(a)(6)		Text of press release dated and issued on February 21, 2024.**
(a)(7)		Text of press release dated and issued on February 23, 2024. (filed herewith)
(b)		None.
(d)		None.
(g)		None.
107		Filing Fee Table.*

 

*            Previously filed as an exhibit to the Schedule TO filed by the Fund with the Commission on January 22, 2024.

 

**          Previously filed as an exhibit to the Schedule TO filed by the Fund with the Commission on February 21, 2024.

 

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.

 

	MORGAN STANLEY CHINA A SHARE FUND, INC.
	/s/ Mary E. Mullin
	Name: Mary E. Mullin
	Title: Secretary

 

Dated: February 23, 2024

 

 

 

 

Exhibit 99.(a)(7)

 

Morgan Stanley China A Share Fund, Inc. Announces

Final Results of Tender Offer

 

NEW YORK, February 23, 2024 − Morgan Stanley China A Share Fund, Inc. (NYSE: CAF) (the “Fund”) announced today that, in accordance with the Fund’s tender offer for up to 4,342,176 of its issued and outstanding shares of common stock, which expired at 11:59 p.m. New York time on February 20, 2024, the Fund has accepted 4,342,176 shares for payment on February 21, 2024 at $14.5386 per share, which is equal to 98.5 percent of the Fund’s net asset value per share as of the close of regular trading on the New York Stock Exchange on February 21, 2024. The 4,342,176 shares represent 20 percent of the Fund’s outstanding shares. A total of 18,010,696 shares were properly tendered and not withdrawn by February 20, 2024, the final date for withdrawals. Therefore, on a pro rata basis, approximately 24.1 percent of the shares so tendered by each tendering stockholder have been accepted for payment.

 

Morgan Stanley Investment Management, together with its investment advisory affiliates, has more than 1,400 investment professionals around the world and $1.5 trillion in assets under management or supervision as of December 31, 2023. MSIM strives to provide outstanding long-term investment performance, service and a comprehensive suite of investment management solutions to a diverse client base, which includes governments, institutions, corporations and individuals worldwide.

 

Morgan Stanley (NYSE: MS) is a leading global financial services firm providing a wide range of investment banking, securities, wealth management and investment management services. With offices in 42 countries, the Firm’s employees serve clients worldwide including corporations, governments, institutions and individuals. For further information about Morgan Stanley, please visit www.morganstanley.com.

 

# # #

 

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful under the securities laws of any such state.

 

Investing involves risk and it is possible to lose money on any investment in the Fund.

 

Contacts

For more information:

(800) 231-2608

 

 

 

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