UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [ ]
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[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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[ ] Soliciting Material Pursuant to Section 240.14a-12
ASA LIMITED
(Name of Registrant as Specified in Its Charter)
LAXEY PARTNERS LIMITED
THE VALUE CATALYST FUND LIMITED
LAXEY INVESTORS LIMITED
ALTMA SICAV PLC
LAXEY UNIVERSAL VALUE L.P.
LAXC LIMITED
SPRUGOS INVESTMENTS XII L.L.C.
LEAF LIMITED
LP ALTERNATIVE L.P.
LEAF L.P.
LAXEY INVESTORS, LP
LP VALUE, LIMITED
ANDREW PEGGE
PHILLIP GOLDSTEIN
JULIAN REID
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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February 25, 2008
PROTECT YOUR INVESTMENT!
IMPORTANT NOTICE TO SHAREHOLDERS OF ASA LIMITED
FROM LAXEY PARTNERS LIMITED
Your receipt of this important Laxey proxy statement, letter and GOLD proxy card
was delayed while we took action against what we believe was a misuse of the
corporate machinery by the Company. Laxey Partners believes that ASA had
violated Rule 14a-13 of the United States Securities and Exchange Commission
(the "SEC") in setting its previous Record Date and did not provide adequate
notice to you, the shareholders of the company. We were concerned because we
felt that rushing the AGM schedule would not have given shareholders adequate
time to consider the important issues that are at stake, and we voiced our
concerns to the SEC. Recently we learned that ASA has now set a NEW Record Date
of February 25, 2008 and a NEW Meeting Date of April 8, 2008.
WE URGE YOU TO MAKE USE OF THE ADDITIONAL TIME NOW AVAILABLE
TO MAKE YOUR VOTE COUNT AT THE AGM!
PLEASE REVIEW THE ENCLOSED MATERIALS AND VOTE THE GOLD PROXY
CARD TODAY FOR LAXEY'S PROPOSAL AND ITS NOMINEES.
You should also be aware that, in what we believe is an attempt to tilt the
playing field in favor of their entrenched directors, ASA has refused our
requests for shareholder information. The Company is already using this
information itself to communicate with you, but apparently doesn't want to risk
giving you the opportunity to hear directly from Laxey. WHAT IS THE COMPANY
AFRAID OF? We will continue our efforts to level the playing field and to gain
equal access in communicating with you. MEANWHILE, IF YOU HAVE ANY QUESTIONS OR
NEED ASSISTANCE IN VOTING YOUR SHARES, PLEASE CALL THE FIRM ASSISTING US IN THE
SOLICITATION OF PROXIES, INNISFREE M&A INCORPORATED, TOLL-FREE AT 877-456-3442
(BANKS AND BROKERS MAY CALL COLLECT AT 212-750-5833.)
THANK YOU FOR YOUR SUPPORT
ANNUAL GENERAL MEETING OF SHAREHOLDERS OF Please note the new Record
ASA LIMITED Date of February 25, 2008
and Meeting Date of April 8,
PROXY STATEMENT OF 2008, as explained in the
LAXEY PARTNERS LIMITED one page supplement dated
February 25, 2008
To Our Fellow ASA Limited Shareholders:
This proxy statement and the enclosed GOLD proxy card are being furnished
to shareholders of ASA Limited ("ASA" or the "Company") in connection with the
solicitation of proxies by Laxey Partners Limited and its affiliates
(collectively, "we" or "Laxey Partners") to he used at the 2008 Annual General
Meeting of shareholders of the Company, including any adjournments or
postponements thereof and any meeting held in lieu thereof (the "2008 Annual
General Meeting"). The 2008 Annual General Meeting is scheduled to be held at
10:00 a.m., Eastern Time, on Thursday, March 6, 2008, at the offices of
Kirkpatrick & Lockhart Preston Gates Ellis LLP, 599 Lexington Avenue, 32nd
Floor, New York, New York 10022. This proxy statement and the GOLD proxy card
are first being furnished to shareholders on or about February 6, 2008.
THIS SOLICITATION IS BEING MADE BY LAXEY PARTNERS LIMITED AND NOT ON BEHALF
OF THE BOARD OF DIRECTORS OF THE COMPANY (THE "BOARD").
We are soliciting your proxy for the 2008 Annual General Meeting in support
of the following proposals:
1. To adopt a resolution that the shareholders recommend to the Board that
the Board immediately initiate a self tender offer under which the Company shall
repurchase 30% of its issued Shares at a price equivalent to 99% of the net
asset value per Share, and thereafter execute semi-annual tender offers to
repurchase 10% of the issued Shares under each such offer at a price equivalent
to 99% of the net asset value per Share;
2. To elect the following three individuals (the "Nominees" or the "Laxey
Nominees") to serve as directors of the Company, whereby each Laxey Nominee will
replace a current member of the Board: (i) Mr. Andrew Pegge, to replace Mr.
Chester A. Crocker; (ii) Mr. Phillip Goldstein, to replace Mr. Joseph C.
Farrell, and (iii) Mr. Julian Reid, to replace Mr. Malcolm W. MacNaught; to vote
against the re-election of Chester A. Crocker, Joseph C. Farrell and Malcolm W.
MacNaught and any other candidates who have been nominated by ASA to serve as
directors to the extent that such a vote is required in the discretion of the
individuals named as proxies on the GOLD proxy card in order to allow the
election of Andrew Pegge, Philip Goldstein and Julian Reid in their stead; and,
except as noted, to vote FOR the candidates who have been nominated by ASA to
serve as directors other than Chester A. Crocker, Joseph C. Farrell, and Malcolm
W. MacNaught; and
3. To ratify the appointment of Ernst & Young LLP, an independent
registered public accounting firm, as the Company's independent auditors for the
fiscal year ending November 30, 2008 and to authorize the Audit Committee to set
the independent auditors' remuneration.
The Company has disclosed that the record date for determining shareholders
entitled to notice of and to vote at the 2008 Annual General Meeting is January
14, 2008 (the "Record Date"). Shareholders of record at the close of business on
the Record Date will be entitled to vote at the 2008 Annual General Meeting.
According to the Company's Proxy Statement, there are 9,600,000 shares of common
stock, $1.00 par value per share (the "Shares") issued and outstanding. Each
Share has one vote.
Laxey Partners beneficially owns, in the aggregate, 617,125 Shares,
representing approximately 6.4% of the Company's outstanding Shares, making us
the 3rd largest shareholder as of the date of this Proxy Statement.
Laxey Partners intends to vote such Shares FOR the election of our
Nominees, FOR the candidates who have been nominated by ASA to serve as
directors other than Chester A. Crocker, Joseph C. Farrell, and Malcolm W.
MacNaught, FOR our proposal recommending that the Board