SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12
ASA (Bermuda) Limited
------------------------------------------------
(Name of Registrant as Specified In Its Charter)
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
5) Total fee paid:
------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid: __________________________________
2) Form, Schedule or Registration Statement No. _____________
3) Filing Party: __________________________
4) Date Filed: ____________________________
ASA (BERMUDA) LIMITED
11 SUMMER STREET
4TH FLOOR
BUFFALO, NY 14209
April 28, 2005
YOUR VOTE IS IMPORTANT
PLEASE VOTE YOUR SHARES PROMPTLY
Dear Shareholder:
As you know, the Special General Meeting of Shareholders of ASA
(Bermuda) Limited will be held on June 9, 2005. WE NEED YOUR VOTE FOR THE
COMPANY TO SECURE APPROVAL OF THE IMPORTANT PROPOSALS BEING CONSIDERED AT THE
MEETING. YOUR PARTICIPATION IS CRITICAL - PLEASE PARTICIPATE BY VOTING YOUR
SHARES TODAY. The vote of all stockholders, large and small, is important.
WHY ARE CHANGES BEING PROPOSED
The Company is subject to a number of fundamental investment policies
relating to the diversification of its portfolio and the concentration of its
investments inside and outside of South Africa. The Board of Directors is
proposing certain changes to these policies that it believes will provide the
Company with greater investment flexibility to respond to significant structural
changes in the gold mining industry.
Specifically, the Board believes the proposed changes are necessary due
to the:
. substantial decrease in South African gold production and the
significant increase in gold production outside of South Africa;
and
. widespread consolidation in the gold mining industry resulting
in a decrease in the number of South African issuers in which
the Company can invest.
These structural changes are evidenced by the following facts:
. South African gold production has declined from approximately
1000 tonnes in 1970, accounting for more than 60% of worldwide
production, to approximately 375 tonnes in 2003, or roughly 17%
of worldwide production;
. the number of South African gold mining companies listed on the
JSE Securities Exchange South Africa has declined from over 50
in 1994 to approximately a dozen in 2004 due to consolidation,
only three of which are of a size that management believes is
appropriate for the Company's portfolio; and
. large gold producers are currently focused on exploration and
development in regions with better prospects and lower
production costs than South Africa.
CURRENT POLICIES PUT THE COMPANY AT A DISADVANTAGE.
The Company's current policies pertaining to diversification of its
portfolio and the concentration of its investments put the Company at a
disadvantage compared to other gold and precious minerals funds that are not
similarly limited by their investment policies. These policies have not kept up
with industry changes and prevent the Company from adapting to these changes.
The current policies restrict the Company by:
. limiting the amount the Company can invest in the securities of
a single issuer; and
. limiting the amount the Company can invest outside of
South Africa.
It is imperative to increase the Company's investment flexibility by
eliminating these restrictions so that the Company can pursue the best precious
minerals investments on a global scale. Shareholders should be assured that the
main focus of the Company is to remain invested in companies involved in the
mining of gold.
WE NEED YOUR VOTE IN SUPPORT OF THESE CHANGES.
YOU ARE URGED TO VOTE YOUR SHARES WITHOUT DELAY.
PLEASE READ THE PROXY STATEMENT CAREFULLY BECAUSE IT CONTAINS IMPORTANT
INFORMATION ABOUT THESE AND OTHER PROPOSED POLICY CHANGES.
The proposals to be acted on at the meeting have been carefully
considered by the Board of Directors. The Board believes that these proposals
are in the best interests of the Company and its shareholders and unanimously
recommends that you vote FOR each proposal. Please vote your shares promptly.
If you have any questions or need assistance voting your shares, please
call D. F. King & Co., Inc., who is assisting us, toll-free at 1-800-901-0068.
On behalf of your Board of Directors, thank you for your cooperation and
continued support.
Sincerely,
/s/ Robert J. A. Irwin
----------------------
Robert J. A. Irwin
CHAIRMAN OF THE BOARD
3 EASY WAYS TO VOTE
Help your Company avoid the expense of further solicitation by voting
today. You may use one of the following simple methods to vote your shares:
1. VOTE BY TELEPHONE. Call the toll-free number listed for this purpose
on your proxy card or voting form. Have your control number listed
on the form ready and follow the simple instructions.
2. VOTE BY INTERNET. Go to the website listed on your proxy card or
voting form. Have your control number listed on the form ready and
follow the simple instructions.
3. VOTE BY MAIL. Mark, sign, date and return your proxy card or voting
form in the postage-paid return envelope provided.
PLEASE ACT TODAY
YOUR VOTE IS IMPORTANT
Please help your Company save additional solicitation costs by marking, signing,
dating and mailing your proxy or voting instruction form today. Your
participation in this initiative is critical. Internet and telephone voting are
also available. Please refer to your proxy or voting form for instructions.
STREET NAME SHAREHOLDERS: YOUR BROKER OR BANK CANNOT VOTE YOUR SHARES UNLESS IT
RECEIVES YOUR INSTRUCTIONS ON THE PROPOSALS. Please return your vote
immediately. If you have any questions or need assistance voting your shares,
please call D. F. King & Co., Inc., who is assisting us, toll-free at
1-800-901-0068.
YOUR VOTE IS IMPORTANT.
PLEASE VOTE YOUR SHARES PROMPTLY.
If you have any questions or need assistance voting your shares, please call
D. F. King & Co., Inc., who is assisting us, toll-free at 1-800-901-0068.