AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION ON JUNE 1, 2022
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
ISSUER TENDER OFFER STATEMENT
UNDER SECTION 13(e)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934
DELAWARE ENHANCED GLOBAL DIVIDEND AND INCOME
FUND
(Name of
Subject Company)
DELAWARE ENHANCED GLOBAL DIVIDEND AND INCOME
FUND
(Name of
Filing Person (Issuer))
COMMON SHARES, NO PAR VALUE
(Title of Class of Securities)
246060107
(CUSIP Number of Class of Securities)
David F. Connor, Esq., Secretary
Delaware Enhanced Global Dividend and Income Fund
100 Independence, 610 Market Street
Philadelphia, Pennsylvania 19106-2354
800-523-1918
(Name,
Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Filing Person)
--------------------
CALCULATION OF FILING FEE
TRANSACTION VALUATION
$5,182,358.66(a) |
AMOUNT OF FILING FEE:
$480.37(b) |
(a) Pursuant to Rule 0-11(b)(1) under the
Securities Exchange Act of 1934, as amended, the transaction value
was calculated by multiplying 558,998 Common Shares of Delaware
Enhanced Global Dividend and Income Fund by $9.46, the Net Asset
Value per share as of the close of ordinary trading on the New York
Stock Exchange on May 26, 2022.
(b) Calculated as $109.10 per $1,000,000 of the
Transaction Valuation.
/
/ Check box if any part of the 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 its
filing. Amount
Previously Paid: ______________________________
1
Form or Registration No.: |
|
/
/ 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: / /
2
EXPLANATORY NOTE
Copies of the Offer to Purchase, dated June 1,
2022, and the Letter of Transmittal, among other documents, have
been filed by Delaware Enhanced Global Dividend and Income Fund, as
Exhibits to this Schedule TO, Tender Offer Statement (the
“Schedule”), pursuant to Section 13(e)(1) of the Securities
Exchange Act of 1934 (the “Exchange Act”). Unless otherwise
indicated, all material incorporated herein by reference in
response to items or sub-items of this Schedule is incorporated by
reference from the corresponding caption in the Offer to Purchase,
including the information provided under those captions.
ITEM 1. SUMMARY TERM SHEET.
Reference is hereby made to the Summary Term
Sheet of the Offer to Purchase, which is attached as Exhibit
(a)(1)(i) and is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY
INFORMATION.
(a) The name of the issuer is Delaware Enhanced
Global Dividend and Income Fund, a diversified, closed-end
management investment company organized as a Delaware statutory
trust (the “Fund”). The principal executive offices of the Fund are
located at 100 Independence, 610 Market Street, Philadelphia,
Pennsylvania 19106-2354. The telephone number is 800
523-1918.
(b) The title of the subject class of equity
securities described in the offer is Common Shares (the “Shares”),
with no par value. As of May 26, 2022, there were 11,179,968.68
Shares issued and outstanding.
(c) The principal market in which the Shares are
traded is the New York Stock Exchange. For information on the high,
low and closing (as of the close of ordinary trading on the New
York Stock Exchange on the last day of each of the Fund’s fiscal
quarters) net asset values and market prices of the Shares in such
principal market for each quarter during the Fund’s past two fiscal
years (as well as the first fiscal quarter of 2022), see Section 8,
“Price Range of Shares” of the Offer to Purchase, which is
incorporated herein by reference.
ITEM 3. IDENTITY AND BACKGROUND OF FILING
PERSON.
(a) The name of the filing person is Delaware
Enhanced Global Dividend and Income Fund (previously defined as the
“Fund”), a diversified, closed-end management investment company
registered under the Investment Company Act of 1940 (the “1940
Act”) and organized as a Delaware statutory trust. The principal
executive offices of the Fund are located at 100 Independence, 610
Market Street, Philadelphia, Pennsylvania 19106-2354. The telephone
number is 800 523-1918. The filing person is the subject company.
The members of the Board of Trustees of the Fund are as follows:
Jerome D. Abernathy, Thomas L. Bennett (Chairman), Ann D. Borowiec,
Joseph W. Chow, H. Jeffrey Dobbs, John A. Fry, Joseph Harroz, Jr.,
Sandra A.J. Lawrence, Shawn K. Lytle, Frances A. Sevilla-Sacasa,
Thomas K. Whitford, Christianna Wood, and Janet L.
Yeomans.
The executive officers of the Fund are Shawn K.
Lytle, President and Chief Executive Officer, Richard Salus, Senior
Vice President and Chief Financial Officer, David F. Connor, Senior
Vice President, General Counsel, and Secretary, and Daniel V.
Geatens, Senior Vice President and Treasurer.
Correspondence to the Trustees and executive
officers of the Fund should be mailed to c/o Delaware Enhanced
Global Dividend and Income Fund, 100 Independence, 610 Market
Street, Philadelphia, Pennsylvania 19106-2354, Attn:
Secretary.
3
ITEM 4. TERMS OF THE TRANSACTION.
(a) The Fund’s Board of Trustees has determined
to commence an offer to purchase up to 5%, or 558,998 Shares of the
Fund’s issued and outstanding Common Shares. The offer is for cash
at a price equal to 98% of the Fund’s net asset value per share
(“NAV”) as of the close of ordinary trading on the New York Stock
Exchange on July 1, 2022, or the next business day after which the
offer is extended, upon the terms and subject to the conditions set
forth in the enclosed Offer to Purchase and the related Letter of
Transmittal (which together constitute the “Offer”).
A copy of the Offer to Purchase and the Letter of
Transmittal is attached hereto as Exhibit (a)(1)(i) and Exhibit
(a)(1)(ii), respectively, each of which is incorporated herein by
reference. For more information on the type and amount of
consideration offered to shareholders, the scheduled expiration
date, extending the Offer and the Fund’s intentions in the event of
oversubscription, see Section 1, “Price; Number of Shares” and
Section 15, “Extension of Tender Period; Termination; Amendments”
of the Offer to Purchase. For information on the dates relating to
the withdrawal of tendered Shares, the procedures for tendering
Shares and withdrawing Shares tendered, and the manner in which
Shares will be accepted for payment, see Section 2, “Procedures for
Tendering Shares,” Section 3, “Withdrawal Rights,” and Section 4,
“Payment for Shares” of the Offer to Purchase. For information on
the federal income tax consequences of the Offer, see Section 2,
“Procedures for Tendering Shares,” Section 10, “Certain Effects of
the Offer,” and Section 14, “Certain Federal Income Tax
Consequences,” of the Offer to Purchase.
(b) The Fund has been informed that no Trustees,
officers or affiliates (as the term “affiliate” is defined in Rule
12b-2 under the Exchange Act) of the Fund intend to tender Shares
pursuant to the Offer to Purchase and, therefore, the Fund does not
intend to purchase Shares from any officer, Trustee or affiliate of
the Fund pursuant to the Offer to Purchase.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS
AND AGREEMENTS.
(e) Reference is hereby made to Section 7, “Plans
or Proposals of the Fund,” Section 9, “Interest of Trustees and
Executive Officers; Transactions and Arrangements Concerning the
Shares,” and Section 16, “Fees and Expenses” of the Offer to
Purchase, which is incorporated herein by reference. Except as set
forth therein, the Fund does not know of any agreement, arrangement
or understanding, whether or not legally enforceable, between the
Fund (including any of the Fund’s executive officers or Trustees,
any person controlling the Fund or any officer or director of any
corporation or other person ultimately in control of the Fund) and
any other person with respect to any securities of the Fund. The
foregoing includes, but is not limited to: the transfer or the
voting of securities, joint ventures, loan or option arrangements,
puts or calls, guarantees of loans, guarantees against loss, or the
giving or withholding of proxies, consents or
authorizations.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR
PROPOSALS.
(a)-(c) Reference is hereby made to Section 6,
“Purpose of the Offer,” Section 7, “Plans or Proposals of the
Fund,” Section 10, “Certain Effects of the Offer,” and Section 11,
“Source and Amount of Funds” of the Offer to Purchase, which is
incorporated herein by reference. Except as noted herein and
therein, the events listed in Item 1006(c) of Regulation M-A are
not applicable to the Fund (including any of the Fund’s executive
officers or Trustees, any person controlling the Fund or any
officer or director of any corporation or other person ultimately
in control of the Fund).
4
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER
CONSIDERATION.
(a)-(b) Reference is hereby made to Section 11,
“Source and Amount of Funds” of the Offer to Purchase, which is
incorporated herein by reference.
(d) Not applicable.
The information requested by Item 1007(a), (b)
and (d) of Regulation M-A is not applicable to the Fund’s executive
officers and Trustees, any person controlling the Fund or any
executive officer or director of a corporation or other person
ultimately in control of the Fund.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT
COMPANY.
(a)-(b) Reference is hereby made to Section 9,
“Interest of Trustees and Executive Officers; Transactions and
Arrangements Concerning the Shares” of the Offer to Purchase, which
is incorporated herein by reference. There have not been any
transactions in the Shares of the Fund that were effected during
the past 60 days by the Fund. In addition, based upon the Fund’s
records and upon information provided to the Fund by its Trustees,
executive officers and affiliates (as such term is used in Rule
12b-2 under the Exchange Act), to the best of the Fund’s knowledge,
there have not been any transactions involving the Shares of the
Fund that were effected during the past 60 days by any executive
officer or Trustee of the Fund, any person controlling the Fund,
any executive officer or director of any corporation or other
person ultimately in control of the Fund or by any associate or
subsidiary of any of the foregoing, including any executive officer
or director of any such subsidiary.
ITEM 9. PERSONS/ASSETS RETAINED, EMPLOYED,
COMPENSATED OR USED.
(a) No persons have been employed, retained or
are to be compensated by or on behalf of the Fund to make
solicitations or recommendations in connection with the
Offer.
ITEM 10. FINANCIAL STATEMENTS.
Not applicable.
ITEM 11. ADDITIONAL INFORMATION.
(a)(1) Reference is hereby made to Section 9,
“Interest of Trustees and Executive Officers; Transactions and
Arrangements Concerning the Shares” of the Offer to Purchase, which
is incorporated herein by reference.
(a)(2)-(5) Not applicable.
(b) Reference is hereby made to the Offer to
Purchase, which is incorporated herein by reference.
ITEM 12. EXHIBITS.
(a)(1)(i) |
|
Letter to Shareholders from the Senior Vice
President and Chief Financial Officer of the Fund and Offer to
Purchase. |
(a)(1)(ii) |
|
Letter of Transmittal. |
(a)(1)(iii) |
|
Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees. |
(a)(1)(iv) |
|
Letter to Clients and Client Instruction
Form. |
5
(a)(1)(v) |
|
Notice of Guaranteed
Delivery. |
(a)(1)(vi) |
|
Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9. |
(a)(2) |
|
Not applicable. |
(a)(3) |
|
Not applicable. |
(a)(4) |
|
Not applicable. |
(a)(5) |
|
Press Release dated May 19,
2022.1 |
(b) |
|
Not applicable. |
(d)(1) |
|
Depositary and Information Agent Agreement
between the Fund and Computershare Trust Company, N.A.,
Computershare, Inc. and Georgeson LLC. |
(d)(2) |
|
Investment Management Agreement with
Delaware Management Company dated January 4,
2010.2 |
(d)(3) |
|
Amended and Restated Exhibit A dated October
24, 2011 to the Investment Management Agreement with Delaware
Management Company dated January 4, 2010.3 |
(d)(4) |
|
Transfer Agency Agreement with Computershare
(successor by operation of law to Mellon Investor Services LLC)
dated May 17, 2007.4 |
(d)(5) |
|
Amended and Restated Fund Accounting and
Financial Administration Services Agreement with The Bank of New
York Mellon dated January 1, 2014.5 |
(d)(6) |
|
Executed Amendment No. 1 dated July 1, 2017
to the Amended and Restated Fund Accounting and Financial
Administration Services Agreement.6 |
(d)(7) |
|
Mutual Fund Custody and Services Agreement
with Mellon Bank, N.A. dated July 20, 2007.7 |
(d)(8) |
|
Amendment dated January 1, 2014 to the
Mutual Fund Custody and Services Agreement with Mellon Bank, N.A.
dated July 20, 2007.8 |
(d)(9) |
|
Amendment No. 2 dated July 1, 2017 to the
Mutual Fund Custody and Services Agreement.9 |
(d)(10) |
|
Amendment No. 3 dated December 19, 2017 to
the Mutual Fund Custody and Services
Agreement.10 |
(d)(11) |
|
Amended and Restated Fund Accounting and
Financial Administration Oversight Agreement with Delaware Service
Company, Inc. dated January 1, 2014.11 |
(d)(12) |
|
Assignment and Assumption Agreement dated
November 1, 2014 between Delaware Service Company, Inc. and
Delaware Investments Fund Services Company relating to the Amended
and Restated Fund Accounting and Financial Administration Oversight
Agreement with Delaware Service Company, Inc. dated January 1,
2014.12 |
(d)(13) |
|
Amendment No. 1 dated September 1, 2017 to
the Amended and Restated Fund Accounting and Financial
Administration Oversight Agreement.13 |
(d)(14) |
|
Amendment No. 4 dated July 19, 2019 to the
Mutual Fund Custody and Services
Agreement.14 |
(g) |
|
Not applicable. |
(h) |
|
Not applicable. |
____________________
1 Previously filed on Schedule TO
via EDGAR on May 19, 2022.
2 Incorporated by
reference to Exhibit 77Q(1) of the Fund’s filing on Form N-SAR,
filed with the SEC on July 30, 2010.
3 Incorporated by
reference to Exhibit (d)(3) of the Fund’s Issuer Tender Offer
Statement on Schedule TO, filed with the SEC on September 28,
2018.
4 Filed
herewith.
5 Incorporated by
reference to Exhibit (d)(5) of the Fund’s Issuer Tender Offer
Statement on Schedule TO, filed with the SEC on September 28,
2018.
6 Incorporated by
reference to Exhibit (d)(6) of the Fund’s Issuer Tender Offer
Statement on Schedule TO, filed with the SEC on September 28,
2018.
7 Incorporated by
reference to Exhibit (d)(7) of the Fund’s Issuer Tender Offer
Statement on Schedule TO, filed with the SEC on September 28,
2018.
6
8 Incorporated by reference to
Exhibit (d)(7) of the Delaware Investments Dividend and Income
Fund, Inc.’s Issuer Tender Offer Statement on Schedule TO, filed
with the SEC on June 1, 2015.
9 Incorporated by
reference to Exhibit (d)(8) of the Fund’s Issuer Tender Offer
Statement on Schedule TO, filed with the SEC on September 28,
2018.
10 Incorporated by
reference to Exhibit (d)(10) of the Fund’s Issuer Tender Offer
Statement on Schedule TO, filed with the SEC on May 31,
2019.
11 Incorporated by
reference to Exhibit (d)(9) of the Fund’s Issuer Tender Offer
Statement on Schedule TO, filed with the SEC on September 28,
2018.
12 Incorporated by
reference to Exhibit (d)(10) of the Fund’s Issuer Tender Offer
Statement on Schedule TO, filed with the SEC on September 28,
2018.
13 Incorporated by
reference to Exhibit (d)(11) of the Fund’s Issuer Tender Offer
Statement on Schedule TO, filed with the SEC on September 28,
2018.
14 Incorporated by
reference to Exhibit (d)(17) of the Fund’s Issuer Tender Offer
Statement on Schedule TO, filed with the SEC on June 2,
2021.
7
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.
|
DELAWARE ENHANCED GLOBAL DIVIDEND
AND |
|
INCOME FUND |
|
|
|
/s/ Richard
Salus |
|
|
Richard Salus |
|
Senior Vice President and Chief Financial
Officer |
June 1, 2022
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EXHIBIT INDEX
9