Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SCHEDULE 13D/A
DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT
4/5/2021
1. NAME OF REPORTING PERSON
Bulldog Investors, LLP
2. CHECK THE BOX IF 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 ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DE
___________________________________________________________
7. SOLE VOTING POWER
74,594
8. SHARED VOTING POWER
419,462
9. SOLE DISPOSITIVE POWER
74,594
_______________________________________________________
10. SHARED DISPOSITIVE POWER
419,462
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
494,056 (Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
10.04%
14. TYPE OF REPORTING PERSON
IA
___________________________________________________________
1. NAME OF REPORTING PERSON
Phillip Goldstein
2. CHECK THE BOX IF 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 ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
___________________________________________________________
7. SOLE VOTING POWER
74,594
8. SHARED VOTING POWER
419,462
9. SOLE DISPOSITIVE POWER
74,594
_______________________________________________________
10. SHARED DISPOSITIVE POWER
419,462
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
494,056 (Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
10.04%
14. TYPE OF REPORTING PERSON
IN
___________________________________________________________
1. NAME OF REPORTING PERSON
Andrew Dakos
2. CHECK THE BOX IF 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 ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
___________________________________________________________
7. SOLE VOTING POWER
74,594
8. SHARED VOTING POWER
419,462
9. SOLE DISPOSITIVE POWER
74,594
_______________________________________________________
10. SHARED DISPOSITIVE POWER
419,462
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
494,056 (Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
10.04%
14. TYPE OF REPORTING PERSON
IN
___________________________________________________________
Item 1. SECURITY AND ISSUER
This statement constitutes Amendment #2 to the schedule 13d
filed January 7, 2021. Except as specifically set forth
herein, the Schedule 13d remains unmodified.
ITEM 4. PURPOSE OF TRANSACTION
See exhibit A. Standstill Agreement
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As per the N-CSR filed on December 30, 2020, there were 4,918,806 shares
of common stock outstanding as of October 31, 2020. The percentages set forth
herein were derived using such number. Phillip Goldstein and Andrew Dakos
own Bulldog Investors, LLP, a registered investment advisor.
As of April 2, 2021 Bulldog Investors, LLP is deemed to be the beneficial
owner of 494,056 shares of IRL (representing 10.04% of IRL's outstanding
shares) solely by virtue of Bulldog Investors LLP's power to direct the vote
of,and dispose of, these shares. These 494,056 shares of IRL include 74,594
shares (representing 1.51% of IRL's outstanding shares) that are beneficially
owned by Mr. Goldstein.
All other shares included in the aforementioned 494,056 shares of IRL
beneficially owned by Bulldog Investors LLP (solely by virtue of its power
to sell or direct the vote of these shares) are also beneficially owned by
clients of Bulldog Investors, LLP who are not members of any group. The total
number of these "non-group" shares is 419,462 shares (representing 8.53% of
IRL's outstanding shares).
(b)Bulldog Investors,LLP has sole power to dispose of and vote 74,594 shares.
Bulldog Investors, LLP has shared power to dispose of and vote 419,462
shares. Certain of Bulldog Investors, LLP's clients (none of whom
beneficially own more than 5% of IRL's shares) share this power with
Bulldog Investors, LLP. Messrs.Goldstein and Dakos are partners of Bulldog
Investors, LLP.
c) Since the last filing on 3/23/21 no shares of IRL were bought or sold.
d) Clients of Bulldog Investors, LLP are entitled to receive any dividends
or sales proceeds.
e) N/A
ITEM 6. CONTRACTS,ARRANGEMENTS,UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
N/A
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A
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: 4/5/21
By: /S/ Phillip Goldstein
Name: Phillip Goldstein
By: /S/ Andrew Dakos
Name: Andrew Dakos
Bulldog Investors, LLP
By: /s/ Andrew Dakos
Andrew Dakos, Partner
Footnote 1: The reporting persons disclaim beneficial ownership except
to the extent of any pecuniary interest therein.
Exibit A:
COMPROMISE AND STANDSTILL AGREEMENT
This Compromise and Standstill Agreement (this "Agreement") is made and
entered into effective as of the 5th day of April, 2021 by and among The
New Ireland Fund, Inc. ("IRL" or the "Fund") and Bulldog Investors, LLP and
each of its partners, officers, directors and present or future affiliates
(as defined in the Securities Exchange Act of 1934, as amended (the
"Exchange Act")) ("Affiliates") and any entities and accounts that any such
person manages or controls directly or indirectly, or with respect to which
such person exercises voting discretion, whether such entities or accounts
now exist or are organized in the future (collectively referred to herein
as "Bulldog").
WHEREAS, IRL is a closed-end investment company registered with the
Securities and Exchange Commission ("SEC"), the shares of common stock
(the "Shares") of which are publicly traded;
WHEREAS, Bulldog is the beneficial owner of greater than 5% of the
outstanding Shares of IRL as of the date of this Agreement;
WHEREAS, on December 28, 2020, Phillip Goldstein, a Partner in Bulldog
and a stockholder in the Fund, submitted to IRL a proposal pursuant to Rule
14a-8 under the Exchange Act for stockholders to consider and vote on the
Fund's conversion to an exchange-traded fund or dissolution ("Goldstein
Proposal");
WHEREAS, Bulldog and IRL have engaged in discussions regarding IRL,
Bulldog's investment in IRL, the Goldstein Proposal, and one or more
additional proposals with respect to IRL (the "IRL Discussions");
WHEREAS, subsequent to the IRL Discussions, on March 22, 2021, Phillip
Goldstein sent an email to IRL withdrawing the Goldstein Proposal;
WHEREAS, in the course of the IRL Discussions, IRL discussed with
Bulldog a proposal whereby IRL would conduct a tender offer, which proposal
has been presented to the Board of Directors of IRL("Board") for approval
(the "IRL Proposal");
WHEREAS, the Board has approved a tender offer for up to 25% of IRL's
Shares at a price equal to 98% of IRL's net asset value per Share ("NAV")
as determined by IRL as of the close of the regular trading session on the
New York Stock Exchange on the business day immediately following the day
the tender offer expires or, if the offer is extended, on the business
day immediately following the day to which the tender offer is extended,
such tender offer to commence as soon as practicable but no later than
fifteen business days of the date of this Agreement (the "Tender
Offer"); and
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained in this Agreement, and for other good and valuable
consideration, the parties agree as follows:
1. (A) Bulldog shall promptly prepare and file an amendment to its
Schedule 13D filed with the SEC for the Fund reporting the entry into this
Agreement and its intention to no longer pursue the Goldstein Proposal.
Bulldog shall also file a copy of this Agreement as an exhibit to the
Schedule 13D amendment. (B) In connection with the 2021, 2022, 2023, 2024,
2025 and 2026 annual meetings of stockholders of the Fund and any
adjournments thereof or any special meetings of stockholders of the Fund
called or held during the Restricted Period (as defined below) ("IRL
Meetings"), Bulldog shall: (i) cause all of its Shares of IRL to be voted
on each matter (including any stockholder proposal that the Fund may be
required to include in its proxy materials for an IRL Meeting) in
accordance with the recommendations of the Board, as set forth in the Fund's
definitive proxy statement relating to such IRL Meeting, and will not,
directly or indirectly, solicit, recommend, advise or urge, formally or
informally, anyone to vote otherwise. Notwithstanding anything herein to
the contrary in this Section 1, any investment company that is advised by
Bulldog may vote its Shares of IRL at an IRL Meeting and any adjournments
thereof in accordance with one of the methods prescribed in Section
12(d)(1)(E)(iii)(aa) of the Investment Company Act 1940 ("1940 Act").
(C)Bulldog shall not file with the SEC and shall not deliver or mail to
the Fund's stockholders any proxy materials relating to the nomination of
candidates for election as directors at an IRL Meeting.
2. For a period commencing on the date hereof and ending on the
earlier of (a) the date that the Board rescinds its approval of the Tender
Offer and (b) five years from the date of this Agreement (the "Restricted
Period"), Bulldog shall not, directly or indirectly, with respect to the
Fund: (i) submit any stockholder proposals for the vote or consent
(collectively, "vote") of stockholders (whether or not pursuant to Rule
14a-8 under the Exchange Act or otherwise), including, but not limited to,
any form of business combination, restructuring, recapitalization,
dissolution or similar transaction involving IRL, including, without
limitation, a merger, tender or exchange offer, open-ending, conversion to
exchange-traded fund, share repurchase or liquidation of IRL's assets;
(ii) nominate any candidate for election as a director; (iii) solicit
proxies for any stockholder proposals or nominations of candidates for
election as directors, provided, however, that nothing in this Agreement
may be interpreted as prohibiting Bulldog from encouraging other
stockholders to vote as recommended by the Board; or (iv) seek the removal
of any member of the Board. During the Restricted Period, Bulldog shall
not, either directly or indirectly, explicitly or implicitly: (i) encourage,
recommend, advise or urge others to put forward stockholder proposals,
including any proposal to replace the Fund's investment adviser, or
nominations with respect to Fund directors; (ii) indicate support or
approval for any stockholder proposals or nominations relating to the
Fund (except by voting pursuant to clause (iii) of this sentence);
(iii) cause or permit Shares of the Fund to be voted on any matter in
any way other than in accordance with the recommendations of the Board;
(iv) solicit or encourage others to vote against any matter recommended by
the Board (v) join, create or collaborate with any group of unaffiliated
third parties concerning IRL, other than in accordance with the Board's
recommendations; or (vi) threaten, pursue or bring a lawsuit, regulatory
action or other proceeding against the Board, IRL, IRL's investment
adviser, or any of their officers, directors, agents or affiliates, other
than for alleged violations of this Agreement; provided, however, that
notwithstanding anything herein to the contrary in clause (iii) above,
any investment company advised by Bulldog may vote Fund Shares held by
the investment company on any matter in accordance with one of the
methods prescribed in Section 12(d)(1)(E)(iii)(aa) of the 1940 Act.
During the Restricted Period, each of IRL and its affiliates and
Bulldog shall refrain from directly or indirectly disparaging,
impugning or taking any action reasonably likely to damage the
reputation of Bulldog, the Fund, the Board, members of the Board or
the Fund's investment adviser. The foregoing shall not apply to any
compelled testimony or production of information, either by legal
process or subpoena or in connection with a response to a request for
information from any governmental authority with jurisdiction over
the party from whom information is sought.
3. Bulldog shall not purchase or obtain control over any additional
Fund Shares until the date on which IRL issues a press release announcing
the Tender Offer, which press release will be issued promptly following
the execution of this Agreement.
4. Any notices hereunder shall be delivered by email or facsimile,
with a copy by ordinary mail, directed as follows:
To IRL, by delivery to:
The New Ireland Fund, Inc.
c/o KBI Global Investors (North America) Ltd
One Boston Place
201 Washington Street, 36th Floor
Boston, MA 02108
Attention: Derval Murray
Email: This email address is being protected from spambots. You need JavaScript enabled to view it.
with a copy to:
Elliot J. Gluck
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019
Email: This email address is being protected from spambots. You need JavaScript enabled to view it.
To Bulldog, by delivery to:
Phillip Goldstein
Bulldog Investors, LLP
Park 80 West - Plaza Two
250 Pehle Avenue
Suite 708
Saddle Brook, NJ 07663
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5. In the event that IRL breaches any material provision of this
Agreement, or the Tender Offer is not commenced within fifteen days of
the date of this Agreement, Sections 1, 2, and 3 shall terminate and be
of no further force and effect.
6. This Agreement shall be binding upon and inure to the benefit of
the parties and their respective agents, executors, heirs, successors and
assigns.
7. This Agreement may be executed in two or more counterparts, each
of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
8. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of New York, without regard to conflict of
laws provisions. The parties agree that the state and federal courts of
the State of New York shall be the proper forums for any legal
controversy arising in connection with this Agreement, and the parties
hereby irrevocably and unconditionally consent to the exclusive
jurisdiction of such courts for such purposes. Except as prohibited by
law, none of the parties shall seek a jury trial in any legal
controversy arising in connection with this Agreement. None of the
parties will seek to consolidate any such action in which a jury trial
has been waived with any other action in which a jury trial has not been
waived. THE PROVISIONS OF THIS SECTION HAVE BEEN FULLY DISCUSSED BY THE
PARTIES HERETO, AND THE PROVISIONS HEREOF SHALL BE SUBJECT TO NO
EXCEPTIONS.
9. This Agreement constitutes the entire agreement among the parties
with respect to the subject matter hereof, and may be modified or amended
only by a writing signed by an authorized representative of each of the
parties hereto. No representations, warranties, or inducements have been
made by any party hereto concerning this Agreement other than those
contained and memorialized herein. This Agreement is the product of
mutual bargaining between and among the parties and, therefore, will
not be construed against one party or another.
[The remainder of this page left blank intentionally.]
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement on the date first written above.
THE NEW IRELAND FUND, INC.
By: /s/ Derval Murray
Name: Derval Murray
Title: Secretary and Treasurer
BULLDOG INVESTORS, LLP
By:
Name: Phillip Goldstein
Title: Partner
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
on the date first writ
ten above.
THE NEW IRELAND FUND, INC.
By:
Name: Derval Murray
Title: Secretary and Treasurer
BULLDOG INVESTORS, LLP
By: /s/ Phillip Goldstein
Name: Phillip Goldstein
Title: Partner