UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-CSR CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file Number: 811-00833 ASA LIMITED ----------- (Exact name of Registrant as Specified in Charter) 36 Wierda Road West Sandton 2196 South Africa (Address of Principal Executive Office) (Zip Code) Registrant's Telephone Number, including Area Code: (716) 883-2427 Lawrence G. Nardolillo, CPA LGN Associates P.O. Box 269 Florham Park, NJ 07932 (Name and Address of Agent for Service) Copy to: R. DARRELL MOUNTS, ESQ. Kirkpatrick & Lockhart LLP 1800 Massachusetts Avenue, NW Washington, D.C. 20036 Date of fiscal year end: November 30, 2003 Date of reporting period: May 31, 2003 ITEM 1. REPORTS TO SHAREHOLDERS ASA LIMITED INTERIM REPORT FOR THE SIX MONTHS ENDED MAY 31, 2003 ASA LIMITED 36 WIERDA ROAD WEST (INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA) WIERDA VALLEY, SANDTON SOUTH AFRICA TO THE SHAREHOLDERS: At May 31, 2003 the Company's net assets were equivalent to $36.22 per share. This compares with $33.48 per share at November 30, 2002, the end of the Company's previous fiscal year. The most recent net asset value similarly calculated was $37.89 per share at June 26, 2003 at which date our shares sold at a market price of $36.85 per share, a discount of 2.8% to the net asset value. Net investment income for the six months ended May 31, 2003 was equivalent to $.52 per share vs. $.30 for the same period last year. The Board of Directors declared a second quarter dividend of $.15 per share on May 9, 2003 payable May 30, 2003 to shareholders of record on May 23, 2003. On May 27, 2003 we issued a press release stating that the Company had filed an application for an exemptive order with the U.S. Securities and Exchange Commission to permit it to move from the Republic of South Africa to the Commonwealth of Bermuda by reorganizing itself into a newly formed company incorporated in Bermuda, with its principal executive offices in the United States. The Company is seeking this change primarily because of certain South African taxes it is currently subject to (including the tax on interest income), or will be subject to following the intended revocation of its tax exemption at the end of this calendar year. As we previously reported to you, the Company has sought clarification of its tax position from officials of the South African Revenue Service and the Treasury Department with regard to the scope of its income tax exemption and the effects of amendments to the South African Income Tax Act. The exemption was designed to encourage U.S. investment in South Africa through a South African entity such as the Company and we have been operating under the exemption since the Company's inception in 1958. However, in his budget speech on February 26, 2003, the South African Minister of Finance indicated that the Company's exemption would be revoked at the end of this year. Note 2 to the accompanying financial statements provides additional information regarding the tax status of the Company. The Company's relocation to Bermuda would likely not occur until the end of the calendar year at the earliest and is subject to a number of conditions including: o receiving the requested relief from the Securities and Exchange Commission; o receiving approval to list the shares of the new Bermuda company on the New York Stock Exchange; o obtaining any necessary regulatory approvals in South Africa; and o satisfying shareholder approval requirements. No assurance can be given that these conditions will be satisfied. Further information regarding the proposed relocation will be provided to shareholders at a later date. Since the beginning of 2002 the U.S. dollar price of gold has increased by over 25%. It now is trading in a range between $345 and $370 per ounce. The weak dollar, low interest rates and the prospect of this condition continuing should benefit the price of gold. In addition, gold producers have been unwinding hedges by buying back gold option and forward contracts and this tends to boost prices. Finally, Mr. Wayne Murphy, Chief Executive of Newmont Mining, the world's largest gold producer, commented at the London Bullion Market Association Annual Conference in Lisbon that he feels gold production will decline over the next few years from the current world total of about 2,600 tons annually, because many mines developed after the gold boom of the early 1980's will be closed. The gold price is traditionally negatively correlated to the equity market which has been producing disappointing returns for the last few years. As a result, gold and gold related securities are beginning to play a role in investors' asset allocation. Gold prices should be helped by new investment vehicles designed to make the purchase and holding of gold bullion easier. A registration statement has recently been filed with the SEC for an initial public offering by the proposed Equity Gold Trust. This new investment vehicle, which is being sponsored by the World Gold Council, would enable investors to buy, sell and hold gold bullion at an unprecedented low cost. It would trade on the New York Stock Exchange. 1 As many investors have noticed, gold stocks do not seem to be responding with their usual exuberance to the rising gold price and as a result the gold stock indexes are currently selling at close to a historically low ratio to the gold price. One reason for this disparity may be related to the decline of the dollar, particularly against the currencies of the gold producing countries. This has been especially evident in the case of the South African rand, which has appreciated about 40% against the dollar since the end of 2001. The appreciation has negatively affected the rand gold price South African mines have been receiving, while local inflation has resulted in increased production costs. During previous years, South African gold producers enjoyed a windfall as the rand weakened. At least for the time being this windfall may be a thing of the past. Secondly, investors have become concerned and somewhat confused over recent government efforts to promote social objectives by mandating empowerment measures designed to give blacks a more important role in ownership and management in the mining industry. Furthermore, recent legislation will impose royalty payments on the mines based on gross revenues. The likely impact on profits of these measures, at least over the short term, may be of concern to investors. These new empowerment initiatives are being aggressively implemented by the leading South African mining companies. Harmony, for example, has recently announced its intention to merge with ARMgold, a black managed mining company. This merger will create the world's fifth largest gold producer with annual production of 4.1 million ounces. Gold Fields Limited has recently announced that an agreement in principle had been reached in terms of which a broad based black economic empowerment consortium led by Mvelaphanda Resources will, for a consideration of 4.1 billion rand, acquire a beneficial interest of fifteen percent in the South African gold mining assets of Gold Fields Limited. Jay Taylor is the Chief Executive of Placer Dome, a Canadian gold mining company with a high percentage of its reserves in South Africa. The company has been partnering in that country in one of the world's most important new gold mining projects. Mr. Taylor comments regarding these developments in his company's annual report as follows, "We view South Africa as one of the most prospective areas in the world for gold mining but we will monitor the effects of the government of South Africa's legislative efforts at social reform. We will remain actively engaged in the consultation process to help insure the future stability of our investments." The platinum price should remain firm for the rest of 2003 having reached a 20 year high of $705 per ounce in March. Demand is up about 5% year over year but now appears to be leveling off with jewelry demand restrained by the firm price. Supply should increase from the South African mines but not enough to close the gap with demand. The price of palladium, a metal closely tied to the automotive industry, remains weak. The new royalty payments and the strong rand should exert pressure on the profits of the South African platinum metals producers. At our annual meeting held on February 27, 2003 shareholders reelected the ten incumbent directors and ratified the selection of Ernst & Young LLP and Ernst & Young Johannesburg, South Africa to serve as auditors for the fiscal year ending November 30, 2003. See page 14 of this report for details regarding the results of the voting. Copies of financial reports of the Company, including the latest valuation of net assets per share may be requested from LGN Associates, P.O. Box 269, Florham Park, NJ 07932 (973) 377-3535 or may be found on the Company's website (www.asaltd.com). I would also like to call to your attention the availability of the Dividend Reinvestment Plan. See page 13 of this report for information. Equiserve, the agent for the Plan, is able to communicate with shareholders through the Internet. The only requirement for shareholder participation is use of a personal computer and access to an electronic mail package. The Equiserve address is equiserve@equiserve.com and access is available 24-hours a day. In addition, Equiserve has established a Response Center to respond to shareholders' questions in a timely manner. The telephone number is 781-575-2723. The Response Center is available Monday through Friday between 8:30 a.m. and 7 p.m. (Eastern Standard Time). Robert J.A. Irwin June 30, 2003 CHAIRMAN OF THE BOARD 2 SCHEDULE OF INVESTMENTS (NOTE 1) May 31, 2003 -------------------------------------------------------------------------------- Percent Number of of Net Name of Company Shares Market Value Assets -------------------------------------------------------------------------------- ORDINARY SHARES OF GOLD MINING COMPANIES AUSTRALIAN GOLD MINES Newcrest Mining Limited - ADRs 3 000 000 $14 700 000 4.2% -------------------------------------------------------------------------------- UNITED STATES GOLD MINES Newmont Mining Corporation 520 368 15 434 115 4.4 -------------------------------------------------------------------------------- SOUTH AFRICAN GOLD MINES Anglogold Limited 2 389 894 67 143 033 19.3 Gold Fields Limited 10 344 977 115 179 939 33.2 Harmony Gold Mining Company Limited 1 336 17 418 -- Harmony Gold Mining Company Limited - ADRs 2 166 400 28 379 840 8.2 -------------------------------------------------------------------------------- 210 720 230 60.7 -------------------------------------------------------------------------------- CANADIAN GOLD MINES Barrick Gold Corporation 730 000 12 760 400 3.7 Placer Dome Incorporated 1 065 312 11 643 860 3.3 -------------------------------------------------------------------------------- 24 404 260 7.0 -------------------------------------------------------------------------------- SOUTH AMERICAN GOLD MINES Compania de Minas Buenaventura - ADRs 450 000 13 252 500 3.8 -------------------------------------------------------------------------------- 278 511 105 80.1 -------------------------------------------------------------------------------- ORDINARY SHARES OF OTHER COMPANIES SOUTH AFRICAN MINING Anglo American PLC 1 280 000 19 872 774 5.7 Anglo American Platinum Corporation Limited 820 500 27 609 103 7.9 Impala Platinum Holdings Limited 262 700 15 924 322 4.6 -------------------------------------------------------------------------------- 63 406 199 18.2 -------------------------------------------------------------------------------- Total investments 341 917 304 98.3 -------------------------------------------------------------------------------- CASH AND OTHER ASSETS LESS LIABILITIES 5 837 651 1.7 -------------------------------------------------------------------------------- Net assets $347 754 955 100.0% -------------------------------------------------------------------------------- There is no assurance that the valuations at which the Company's investments are carried could be realized upon sale. The notes to the financial statements form an integral part of these statements. 3 STATEMENTS OF ASSETS AND LIABILITIES -------------------------------------------------------------------------------- (Unaudited) ASSETS May 31, 2003 May 31, 2002 -------------------------------------------------------------------------------- Investments, at market value (Note 1) Gold mining companies - Cost $121 354 720 in 2003 $121 393 946 in 2002 $278 511 105 $318 105 882 Other companies Cost $26 678 003 in 2003 and 2002 63 406 199 80 090 828 -------------------------------------------------------------------------------- 341 917 304 398 196 710 -------------------------------------------------------------------------------- Cash 9 537 910 754 729 Bank time deposits -- 6 000 000 Dividends and interest receivable 146 103 140 435 Other assets 86 588 124 839 -------------------------------------------------------------------------------- Total assets $351 687 905 $405 216 713 -------------------------------------------------------------------------------- LIABILITIES -------------------------------------------------------------------------------- Accounts payable and accrued liabilities 403 136 256 075 Current South African tax liability 76 576 68 222 Deferred South African tax liability 3 453 238 6 422 581 -------------------------------------------------------------------------------- Total liabilities 3 932 950 6 746 878 -------------------------------------------------------------------------------- NET ASSETS (SHAREHOLDERS' INVESTMENT) 347 754 955 398 469 835 -------------------------------------------------------------------------------- Ordinary (common) shares R0.25 nominal (par) value Authorized: 24,000,000 shares Issued & Outstanding: 9,600,000 shares 3 360 000 3 360 000 Share premium (capital surplus) 27 489 156 27 489 156 Undistributed net investment income 60 737 729 58 210 402 Undistributed net realized (loss) from foreign currency transactions (49 874 418) (41 611 118) Undistributed net realized gains on investments 115 112 525 108 262 527 Net unrealized appreciation on investments 190 431 343 243 702 180 Net unrealized appreciation (depreciation) on translation of assets and liabilities in foreign currency 498 620 (943 312) -------------------------------------------------------------------------------- Net assets $347 754 955 $398 469 835 -------------------------------------------------------------------------------- Net assets per share $36.22 $41.51 ================================================================================ The closing price of the Company's shares on the New York Stock Exchange was $35.90 and $37.50 on May 31, 2003 and 2002, respectively. The notes to the financial statements form an integral part of these statements. 4 STATEMENTS OF OPERATIONS Six months ended -------------------------------------------------------------------------------- (Unaudited) May 31, 2003 May 31, 2002 -------------------------------------------------------------------------------- Investment income Dividend income $ 6 133 508 $ 4 102 819 Interest income 337 327 273 591 -------------------------------------------------------------------------------- 6 470 835 4 376 410 -------------------------------------------------------------------------------- Expenses Shareholder reports and proxy expenses 111 199 85 506 Directors' fees and expenses 281 447 197 627 Salaries and benefits 246 871 132 471 Other administrative expenses 217 500 188 035 Transfer agent, registrar and custodian 75 118 68 087 Professional fees and expenses 319 679 304 847 Insurance 76 127 51 133 Other 188 300 193 087 -------------------------------------------------------------------------------- Total expenses 1 516 241 1 220 793 -------------------------------------------------------------------------------- Net investment income before South African tax 4 954 594 3 155 617 South African tax -- 290 573 -------------------------------------------------------------------------------- Net investment income 4 954 594 2 865 044 -------------------------------------------------------------------------------- Net realized and unrealized gain (loss) from investments and foreign currency transactions Net realized (loss) from investments Proceeds from sales -- 7 396 211 Cost of securities sold -- 9 308 278 -------------------------------------------------------------------------------- Net realized (loss) from investments -- (1 912 067) -------------------------------------------------------------------------------- Net realized gain (loss) from foreign currency transactions Investments -- (1 563 550) Foreign currency transactions 1 346 451 330 589 -------------------------------------------------------------------------------- Net realized gain (loss) from foreign currency transactions 1 346 451 (1 232 961) -------------------------------------------------------------------------------- Net increase in unrealized appreciation on investments Balance, beginning of period 170 170 266 53 028 160 Balance, end of period 193 884 581 250 124 761 -------------------------------------------------------------------------------- Increase 23 714 315 197 096 601 Change in deferred South African tax liability 7 937 (6 422 581) -------------------------------------------------------------------------------- Net increase in unrealized appreciation on investments 23 722 252 190 674 020 -------------------------------------------------------------------------------- Net increase (decrease) in unrealized appreciation (depreciation) on translation of assets and liabilities in foreign currency (811 569) 11 276 -------------------------------------------------------------------------------- Net realized and unrealized gain from investments and foreign currency transactions 24 257 134 187 540 268 -------------------------------------------------------------------------------- Net increase in net assets resulting from operations $ 29 211 728 $190 405 312 ================================================================================ The notes to the financial statements form an integral part of these statements. 5 STATEMENTS OF SURPLUS AND STATEMENTS OF CHANGES IN NET ASSETS Six months ended -------------------------------------------------------------------------------- (Unaudited) STATEMENTS OF SURPLUS May 31, 2003 May 31, 2002 -------------------------------------------------------------------------------- Share premium (capital surplus) Balance, beginning and end of period $ 27 489 156 $ 27 489 156 ================================================================================ Undistributed net investment income Balance, beginning of period $ 58 663 135 $ 58 225 358 Net investment income for the period 4 954 594 2 865 044 Dividends paid (2 880 000) (2 880 000) -------------------------------------------------------------------------------- Balance, end of period $ 60 737 729 $ 58 210 402 ================================================================================ Undistributed net realized gain (loss) from foreign currency transactions Balance, beginning of period $ (51 220 869) $ (40 378 157) Net realized gain (loss) for the period 1 346 451 (1 232 961) -------------------------------------------------------------------------------- Balance, end of period $ (49 874 418) $ (41 611 118) ================================================================================ Undistributed net realized gain (loss) from investments (Computed on identified cost basis) Balance, beginning of period $115 112 525 $110 174 594 Net realized (loss) for the period -- (1 912 067) -------------------------------------------------------------------------------- Balance, end of period $115 112 525 $108 262 527 ================================================================================ Net unrealized appreciation on investments Balance, beginning of period $166 709 091 $ 53 028 160 Net increase for the period 23 722 252 190 674 020 -------------------------------------------------------------------------------- Balance, end of period $190 431 343 $243 702 180 ================================================================================ Net increase (decrease) in unrealized appreciation (depreciation) on translation of assets and liabilities in foreign currency Balance, beginning of period $ 1 310 189 $ (954 588) Net unrealized appreciation (depreciation) for the period (811 569 11 276 -------------------------------------------------------------------------------- Balance, end of period $ 498 620 $ (943 312) ================================================================================ Six months ended -------------------------------------------------------------------------------- (Unaudited) STATEMENTS OF CHANGES IN NET ASSETS May 31, 2003 May 31, 2002 -------------------------------------------------------------------------------- Net investment income $ 4 954 594 $ 2 865 044 Net realized (loss) from investments -- (1 912 067) Net realized gain (loss) from foreign currency transactions 1 346 451 (1 232 961) Net increase in unrealized appreciation on investments 23 722 252 190 674 020 Net increase (decrease) in unrealized appreciation (depreciation) on translation of assets and liabilities in foreign currency (811 569) 11 276 -------------------------------------------------------------------------------- Net increase in net assets resulting from operations 29 211 728 190 405 312 Dividends paid (2 880 000) (2 880 000) -------------------------------------------------------------------------------- Net increase in net assets 26 331 728 187 525 312 Net assets, beginning of period 321 423 227 210 944 523 -------------------------------------------------------------------------------- Net assets, end of period $347 754 955 $398 469 835 ================================================================================ The notes to the financial statements form an integral part of these statements. 6 NOTES TO FINANCIAL STATEMENTS PERIODS ENDED MAY 31, 2003 AND 2002 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The following is a summary of the Company's significant accounting policies: A. INVESTMENTS Security transactions are recorded on the respective trade dates. Securities owned are reflected in the accompanying financial statements at quoted market value. The difference between cost and current market value is reflected separately as net unrealized appreciation (depreciation) on investments. The net realized gain or loss from the sale of securities is determined for accounting purposes on the identified cost basis. Quoted market value of those shares traded represents the last recorded sales price on the last business day of the period, or the mean between the closing bid and asked prices of those securities not traded on that date. In the event that a mean price cannot be computed due to the absence of either a bid or an asked price, then the bid price plus 1% or the ask price less 1%, as applicable, is used. There is no assurance that the valuation at which the Company's investments are carried could be realized upon sale. B. EXCHANGE GAINS AND LOSSES The Company records exchange gains and losses in accordance with the provisions of the American Institute of Certified Public Accountants Statement of Position 93-4, Foreign Currency Accounting and Financial Statement Presentation for Investment Companies ("SOP"). The SOP requires separate disclosure in the accompanying financial statements of net realized gain (loss) from foreign currency transactions, and inclusion of unrealized gain (loss) on the translation of currency as part of net unrealized appreciation (depreciation) on translation of assets and liabilities in foreign currency. C. SECURITY TRANSACTIONS AND INVESTMENT INCOME During the six months ended May 31, 2003 there were no sales of securities and purchases of securities amounted to $1,205,799. During the six months ended May 31, 2002 sales of securities amounted to $7,396,211 (unaudited) and purchases of securities amounted to $13,028,044 (unaudited). Dividend income is recorded on the ex-dividend date (the date on which the securities would be sold ex-dividend) net of withholding taxes, if any. Interest income is recognized on the accrual basis. D. DISTRIBUTIONS TO SHAREHOLDERS Dividends to shareholders are recorded on the ex-dividend date. E. USE OF ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses for the period. Actual results could differ from those estimates. 2 TAX STATUS OF THE COMPANY Pursuant to the South African Income Tax Act, as amended, the Company is subject to tax on dividends received from sources other than South Africa as well as foreign exchange gains. In addition, in terms of the residence based system of taxation, beginning with the fiscal year ended November 30, 2002, the Company became subject to tax on interest earned on cash deposits. A provision for South African taxes for these items of $-0- and $290,573 (unaudited) has been included in the accompanying financial statements for the six months ended May 31, 2003 and May 31, 2002, respectively. 7 On October 1, 2001, a Capital Gains Tax was introduced on the disposal of South African and foreign securities. The tax on capital gains will only be levied on the appreciation in value of securities since October 1, 2001 or a taxable gain determined based on a time apportionment method. Under the apportionment method, only that portion of the total appreciation (gain) allocated to the period after October 1, 2001 will be taxable. There were no realized gains on securities during the six months ended May 31, 2003 and realized losses of $1,912,067 (unaudited) for the six months ended May 31, 2002. A deferred tax liability of $3,453,238 and $6,422,581 (unaudited) has been recorded as of May 31, 2003 and May 31, 2002, respectively, for the tax on the unrealized capital gains on securities. The Company has initiated the process of obtaining approval to move from South Africa to the Commonwealth of Bermuda by reorganizing itself into a newly formed company incorporated in Bermuda, with its principal executive offices located in the United States. (See Chairman's letter to shareholders at the beginning of this report.) The Company is seeking this change primarily because of certain South African taxes it is currently subject to, or will be subject to following the intended revocation of its tax exemption at the end of the calendar year 2003. The Company has sought clarification of its tax position from officials of the South African Revenue Service ("SARS") and the Treasury Department with regard to the scope of its income tax exemption and the effects of the amendments to the South African Income Tax Act mentioned above. However, in his budget speech on February 26, 2003, the South African Minister of Finance announced the intended revocation of the Company's exemption at the end of 2003, but indicated that appropriate transition relief would be provided. The details of such relief are still under discussion. The reporting for financial statement purposes of distributions made during the periods from net investment income or net realized gains may differ from their ultimate reporting for U.S. federal income tax purposes. The differences are caused primarily by the separate line item reporting for financial statement purposes of foreign exchange gains or losses. See pages 10 through 12 for additional tax information for United States shareholders. 3 CURRENCY EXCHANGE There are exchange control regulations restricting the transfer of funds from South Africa. In 1958 the South African Reserve Bank, in the exercise of its powers under such regulations, advised the Company that the exchange control authorities would permit the Company to transfer to the United States in dollars both the Company's capital and its gross income, whether received as dividends or as profits on the sale of investments, at the current official exchange rate prevailing from time to time. Future implementation of exchange control policies could be influenced by national monetary considerations that may prevail at any given time. 4 RETIREMENT PLAN Effective April 1, 1989, the Company established a defined contribution plan (the "Plan") to replace its previous pension plan. The Plan covers all eligible full-time employees. The Company will contribute 15% of each covered employee's salary to the Plan. The Plan provides for immediate vesting by the employee without regard to length of service. During the six months ended May 31, 2003 and 2002 there were no eligible employees under the plan and, consequently, no retirement expense was incurred. In 1994, the Company entered into a supplemental non-qualified pension agreement with its Chairman. Under the terms of the agreement, the Company agreed to credit $25,000 per year for five years, beginning December 1, 1993, to a Supplemental Pension Account with interest credited at an annual rate of 3.5%. The Board of Directors approved increases in the amount of the annual credit as follows: $28,125 in May 1999; $31,250 in February 2002 and $45,000 in March 2003. As a result, the Company has recorded expense amounts of $19,051 and $14,063 (unaudited) for the six months ended May 31, 2003 and May 31, 2002, respectively. 5 COMMITMENTS The Company's lease for office space in Johannesburg expired in February 2003. The Company is negotiating to renew the lease for a period of two years at an annual cost of approximately $45,000. Currently, the Company is on a month-to-month arrangement at a monthly cost of approximately $3,750. 8 FINANCIAL HIGHLIGHTS Six Months Ended Year Ended November 30 ------------------------------------------------------------------------------------------------------------------------------------ (Unaudited) May 31, May 31, 2003 2002 2002 2001 2000 1999 1998 ------------------------------------------------------------------------------------------------------------------------------------ PER SHARE OPERATING PERFORMANCE ------------------------------------------------------------------------------------------------------------------------------------ Net asset value, beginning of period $ 33.48 $ 21.97 $ 21.97 $ 17.58 $ 22.51 $ 19.01 $ 20.45 ------------------------------------------------------------------------------------------------------------------------------------ Net investment income .52 .30 .85 1.00 .61 .58 .66 Net realized gain (loss) from investments -- (.20) .51 3.05 1.00 .62 .32 Net realized gain (loss) from foreign currency transactions .14 (.13) (1.13) (.24) (1.02) (.95) (.11) Net increase (decrease) in unrealized appreciation on investments 2.46 19.87 11.84 1.40 (4.88) 3.84 (1.49) Net increase (decrease) in unrealized appreciation (depreciation) on translation of assets and liabilities in foreign currency (.08) -- .24 (.02) (.04) .01 (.02) ------------------------------------------------------------------------------------------------------------------------------------ Net increase (decrease) in net assets resulting from operations 3.04 19.84 12.31 5.19 (4.33) 4.10 (.64) Less dividends (.30) (.30) (.80) (.80) (.60) (.60) (.80) ------------------------------------------------------------------------------------------------------------------------------------ Net asset value, end of period $ 36.22 $ 41.51 $ 33.48 $ 21.97 $ 17.58 $ 22.51 $ 19.01 ------------------------------------------------------------------------------------------------------------------------------------ Market value per share, end of period $ 35.90 $ 37.50 $30.06 $19.83 $ 14.56 $ 19.125 $ 19.125 TOTAL INVESTMENT RETURN(1) Based on market value per share 20.39% 90.97% 55.72% 41.76% (21.06%) 3.44% (3.30%) RATIOS TO AVERAGE NET ASSETS(1)(2) Expenses .86% 1.03% .91% 1.10% 1.15% 1.13% 1.15% Net investment income 2.82% 1.96% 2.63% 4.61% 3.06% 3.02% 3.34% SUPPLEMENTAL DATA Net assets, end of period (000 omitted) $347 755 $398 470 $321 423 $210 944 $168 726 $216 051 $182 530 Portfolio turnover rate (2) -- 5.15% 4.41% 11.18% 7.43% 6.66% 1.06% Per share calculations are based on the 9,600,000 shares outstanding. (1) Determined in U.S. dollar terms. (2) Annualized for the six months ended May 31, 2003 and May 31, 2002 (Unaudited). SUPPLEMENTARY INFORMATION Six months ended May 31, 2003 and 2002 ------------------------------------------------------------------------------------------------------------------------------------ (Unaudited) CERTAIN FEES INCURRED BY THE COMPANY 2003 2002 ------------------------------------------------------------------------------------------------------------------------------------ Directors' fees $149 500 $110 000 Officers' remuneration 249,125 172,112 Ranquin Associates (a company of which an officer is an affiliated person) 18,800 17,500 Auditors 70 000 15 000 ------------------------------------------------------------------------------------------------------------------------------------ The notes to the financial statements form an integral part of these statements. 9 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Shareholders and the Board of Directors of ASA Limited: We have audited the accompanying statement of assets and liabilities of ASA Limited (incorporated in the Republic of South Africa), including the schedule of investments, as of May 31, 2003, and the related statement of operations, surplus and changes in net assets and supplementary information for the six months ended May 31, 2003 and the financial highlights for the six months ended May 31, 2003 and the year ended November 30, 2002. These financial statements, financial highlights and supplementary information are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements, financial highlights and supplementary information based on our audit. The financial statements, financial highlights and supplementary information for years presented prior to November 30, 2002 were audited by other auditors who have ceased operations and whose report dated December 18, 2001 expressed an unqualified opinion on those statements, financial highlights and supplementary information. We conducted our audit in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements, financial highlights and supplementary information are free of material mis statement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, financial highlights and supplementary information. Our procedures included the confirmation of securities owned as of May 31, 2003, by correspondence with the custodian. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements, financial highlights and supplementary information referred to above present fairly, in all material respects, the financial position of ASA Limited as of May 31, 2003, the results of its operations, its surplus, the changes in its net assets, and supplementary information for the six months then ended and the financial highlights for the six months ended May 31, 2003 and the year ended November 30, 2002, in conformity with accounting principles generally accepted in the United States. Ernst & Young LLP New York, N.Y., U.S.A Ernst & Young Johannesburg, SA July 1, 2003 -------------------------------------------------------------------------------- CERTAIN TAX INFORMATION FOR UNITED STATES SHAREHOLDERS (UNAUDITED) From December 1, 1963 through November 30, 1987, the Company was treated as a "foreign investment company" for United States federal income tax purposes pursuant to Section 1246 of the Internal Revenue Code. Under that section, a United States shareholder who has held his shares in the Company for more than one year is subject to tax at ordinary income tax rates on his profit (if any) on a sale of his shares to the extent of his "ratable share" of the Company's earnings and profits accumulated for the period during which he held those shares between December 1, 1963 and November 30, 1987. If such shareholder's profit on the sale of his shares exceeds such ratable share and he held his shares for more than one year, then, subject to the discussion below regarding the United States federal income tax rules applicable to taxable years of the Company beginning after November 30, 1987, he is subject to tax at long-term capital gain rates on the excess. The Company's per share earnings and profits accumulated (undistributed) in each of the taxable years from 1964 through 1987 is given below in United States currency. All the per share amounts give effect to the two-for-one stock splits that became effective on May 10, 1966, May 10, 1973 and May 9, 1975. All the per share amounts reflect distributions through November 30, 2002. 10 Year ended November 30 Per year Per day -------------------------------------------------------------------------------- 1964 $ .042 $.00012 -------------------------------------------------------------------------------- 1965 .067 .00019 -------------------------------------------------------------------------------- 1966 .105 .00029 -------------------------------------------------------------------------------- 1967 .277 .00076 -------------------------------------------------------------------------------- 1968 .241 .00066 -------------------------------------------------------------------------------- 1969 .461 .00126 -------------------------------------------------------------------------------- 1970 .218 .00060 -------------------------------------------------------------------------------- 1971 .203 .00056 -------------------------------------------------------------------------------- 1972 .445 .00122 -------------------------------------------------------------------------------- 1973 .497 .00136 -------------------------------------------------------------------------------- 1974 1.151 .00316 -------------------------------------------------------------------------------- 1975 .851 .00233 -------------------------------------------------------------------------------- 1976 .370 .00101 -------------------------------------------------------------------------------- 1977 .083 .00023 -------------------------------------------------------------------------------- 1978 .357 .00098 -------------------------------------------------------------------------------- 1979 .219 .00060 -------------------------------------------------------------------------------- 1980 1.962 .00538 -------------------------------------------------------------------------------- 1981 .954 .00261 -------------------------------------------------------------------------------- 1982 .102 .00028 -------------------------------------------------------------------------------- 1983 -0- -0- -------------------------------------------------------------------------------- 1984 -0- -0- -------------------------------------------------------------------------------- 1985 (.151) (.00041) -------------------------------------------------------------------------------- 1986 -0- -0- -------------------------------------------------------------------------------- 1987 -0- -0- -------------------------------------------------------------------------------- Under rules enacted by the Tax Reform Act of 1986, the Company became a "passive foreign investment company" (a "PFIC") on December 1, 1987.* The manner in which these rules apply depends on whether a United States shareholder (1) elects to treat the Company as a qualified electing fund ("QEF") with respect to his Company shares, (2) for taxable years of such United States shareholder beginning after December 31, 1997, elects to "mark-to-market" his Company shares as of the close of each taxable year, or (3) makes neither election. In general, if a United States shareholder of the Company does NOT make either such election, any gain realized on the direct or indirect disposition of his Company shares will be treated as ordinary income. In addition, such shareholder will be subject to an "interest charge" on part of his tax liability with respect to such gain, as well as with respect to certain "excess distributions" made by the Company. Furthermore, shares held by such shareholder may be denied the benefit of any otherwise applicable increase in tax basis at death. Under proposed regulations, a "disposition" would include a U.S. taxpayer's becoming a nonresident alien. As noted, the general tax consequences described in the preceding paragraph apply to an "excess distribution" on Company shares, which is defined as a distribution by the Company for a taxable year that is more than 125% of the average amount it distributed for the three preceding taxable years.** If the Company makes an excess distribution in a taxable year, a United States shareholder who has not made a QEF or mark-to-market election would be required to allocate the excess amount ratably over the ENTIRE holding period for his shares. That allocation would result in tax being payable at the highest applicable rate in the prior years to which the distribution is allocated and interest charges being imposed on the resulting "underpayment" of taxes made in those years. In contrast, a distribution that is not an excess distribution would be taxable to a United States shareholder as a normal dividend (see above), with no interest charge. If a United States shareholder elects to treat the Company as a QEF with respect to his shares therein for the first year he holds his shares during which the Company is a PFIC (or who later makes the QEF election and also elects to treat his shares generally as if they were sold for their fair market value on the first day of the first taxable year of the Company for which the QEF election is effective), the rules described in the preceding paragraphs generally will not apply. Instead, the electing United States shareholder will include annually in his gross income his PRO RATA share of the Company's ordinary earnings and net capital gain (his "QEF" inclusion) regardless of whether such income or gain was actually distributed. A United States shareholder who makes a valid QEF election will recognize capital gain on any profit from the actual sale of his shares if those shares were held as capital assets, except to the extent of the shareholder's ratable share of the earnings and profits of the Company accumulated for the period during which he held those shares between December 1, 1963 and November 30, 1987, as described above. Alternatively, if a United States shareholder makes the mark-to-market election with respect to Company shares for taxable years beginning on or after January 1, 1998, such shareholder will be required annually to report any unrealized ---------- * Because the Company is a PFIC, dividends it pays will not qualify for the recently enacted 15% maximum U.S. federal income tax rate on dividends that individuals receive. ** For example, the Company made annual distributions of $.80, $.80 and $.60 per share during the taxable years ended November 30, 2002, 2001 and 2000, respectively, an average per year of $.733 per share. Accordingly, any distribution in excess of $.917 per share (125% of $.733) would be treated as an excess distribution for the taxable year ending November 30, 2003. (All amounts in U.S. currency.) 11 gain with respect to his shares as ordinary income, and any unrealized loss would be permitted as an ordinary loss, but only to the extent of previous inclusions of ordinary income. Any gain subsequently realized by the electing United States shareholder on a sale or other disposition of his Company shares also would be treated as ordinary income, but such shareholder would not be subject to an interest charge on his resulting tax liability. Special rules apply to a United States shareholder that held his PFIC stock prior to the first taxable year for which the mark-to-market election was effective. A United States shareholder with a valid QEF election in effect would not be taxed on any distributions paid by the Company to the extent of any QEF inclusions, but any distributions out of accumulated earnings and profits in excess thereof would be treated as taxable dividends. Such a shareholder would increase the tax basis in his Company shares by the amount of any QEF inclusions and reduce such tax basis by any distributions to him that are not taxable as described in the preceding sentence. Special rules apply to United States shareholders who make the QEF election and wish to defer the payment of tax on their annual QEF inclusions. Each shareholder who desires QEF treatment must individually elect such treatment. The QEF election must be made for the taxable year of the shareholder in which or with which the taxable year of the Company ends. A QEF election is effective for the shareholder's taxable year for which it is made and all subsequent taxable years of the shareholder and may not be revoked without the consent of the Internal Revenue Service. A shareholder of the Company who first held his Company shares after November 30, 2002 and who files his tax return on the basis of a calendar year may make a QEF election on his 2003 tax return. A shareholder of the Company who first held his Company shares on or before November 30, 2002 may also make the QEF election on his 2003 tax return, but should consult his tax advisor concerning the tax consequences and special rules that apply where a QEF election could have been made with respect to such shares for an earlier taxable year. The QEF election must be made by the due date, with extensions, of the federal income tax return for the taxable year for which the election is to apply. Under Treasury regulations, the QEF election is made on Internal Revenue Service Form 8621, which must be completed and attached to a timely filed income tax return in which the shareholder reports his QEF inclusion for the year to which the election applies. In order to allow United States shareholders to make the QEF elections and to comply with the applicable annual reporting requirements, the Company annually will provide to them a "PFIC Annual Information Statement" containing certain information required by Treasury regulations. In early 2004 the Company will send to United States shareholders the PFIC Annual Information Statement for the Company's 2003 taxable year. Such annual information statement may be used for purposes of completing Form 8621. A shareholder who either is subject to a prior QEF election or is making a QEF election for the first time must attach a completed Form 8621 to his income tax return each year. Other United States shareholders also must attach completed Forms 8621 to their tax returns each year, but shareholders not electing QEF treatment will not need to report QEF inclusions thereon. Special rules apply to United States persons who hold Company shares through intermediate entities or persons and to United States shareholders who directly or indirectly pledge their shares, including those in a margin account. Ordinarily, the tax basis that is obtained by a transferee of property on the death of the owner of that property is adjusted to the property's fair market value on the date of death (or alternate valuation date). If a United States shareholder dies owning shares with respect to which he did not elect QEF treatment (or elected such treatment after the first year in which he owned shares in which the Company was a PFIC and did not elect to recognize gain as described above), the transferee of those shares will not be entitled to adjust the tax basis in such shares to the fair market value on the date of death (or alternate valuation date). In that case, in general, the transferee of such shares will take a basis in the shares equal to the shareholder's basis therein immediately before his death. If a United States shareholder dies owning Company shares for which a valid QEF election was in effect for all taxable years in such shareholder's holding period during which the Company was a PFIC (or the shareholder elected to treat the shares as if sold on the first day of the first taxable year of the Company for which the QEF election was effective), then the basis increase generally will be available unless the holding period for his shares began on or prior to November 30, 1987. In the latter case, in general, any otherwise applicable basis increase will be reduced to the extent of the shareholder's ratable share of the earnings and profits of the Company accumulated for the period during which he held those shares between December 1, 1963 and November 30, 1987. DUE TO THE COMPLEXITY OF THE APPLICABLE TAX RULES, UNITED STATES SHAREHOLDERS OF THE COMPANY ARE STRONGLY URGED TO CONSULT THEIR OWN TAX ADVISORS CONCERNING THE IMPACT OF THESE RULES ON THEIR INVESTMENT IN THE COMPANY AND ON THEIR INDIVIDUAL SITUATIONS. 12 DIVIDEND REINVESTMENT PLAN EquiServe Trust Company, N.A. ("EquiServe") has been engaged to offer a dividend reinvestment plan (the "Plan") to shareholders. Shareholders must elect to participate in the Plan by signing an authorization. The authorization appoints EquiServe as agent to apply to the purchase of common shares of the Company in the open market (i) all cash dividends (after deduction of the service charge described below) which become payable to such participant on the Company's shares (including shares registered in his or her name and shares accumulated under the Plan) and (ii) any voluntary cash payments ($50 minimum, $3,000 maximum per dividend period) received from such participant within 30 days prior to such dividend payment date. For the purpose of making purchases, EquiServe will commingle each participant's funds with those of all other participants in the Plan. The price per share of shares purchased for each participant's account shall be the average price (including brokerage commissions and any other costs of purchase) of all shares purchased in the open market with the net funds available from a cash dividend and any voluntary cash payments being concurrently invested. Any stock dividends or split shares distributed on shares held in the Plan will be credited to the participant's account. For each participant, a service charge of 5% of the combined amount of the participant's dividend and any voluntary payment being concurrently invested, up to a maximum charge of $2.50 per participant, will be deducted (and paid to EquiServe) prior to each purchase of shares. Shareholder sales of shares held by EquiServe in the Plan are subject to a fee of $10.00 plus applic able brokerage commissions deducted from the proceeds of the sale. Additional nominal fees are charged by EquiServe for specific shareholder requests such as requests for information regarding share cost basis detail in excess of two prior years and for replacement 1099 reports older than three years. Participation in the Plan may be terminated by a participant at any time by written instructions to EquiServe. Upon termination, a participant will receive a certificate for the full number of shares credited to his or her account, unless he or she requests the sale of all or part of such shares. Dividends reinvested by a shareholder under the Plan will generally be treated for U.S. federal income tax purposes in the same manner as dividends paid to such shareholder in cash. See "Certain tax information for United States shareholders" for more information regarding tax consequences to U.S. investors of an investment in shares of the Company, including the effect of the Company's status as a PFIC. The amount of the service charge is deductible for U.S. federal income tax purposes, subject to limitations. To participate in the Plan an investor may not hold his or her shares in a "street name" brokerage account. Additional information regarding the Plan may be obtained from EquiServe Dividend Reinvestment Plan, 150 Royall St., Canton, MA 02021. Information may also be obtained by calling EquiServe's Telephone Response Center at 800-446-2617 between 8:30 a.m. and 5 p.m., Eastern time, Monday through Friday. -------------------------------------------------------------------------------- PRIVACY NOTICE ASA Limited (the "Company") is committed to protecting the financial privacy of its shareholders. We do not share any nonpublic, personal information that we may collect about shareholders with anyone, including our affiliates, except to service and administer shareholders' share accounts, to process transactions, to comply with shareholders' requests or legal requirements or for other limited purposes permitted by law. For example, the Company may disclose a shareholder's name, address, social security number and the number of shares owned to its administrator, transfer agent or other service providers in order to provide the shareholder with proxy statements, tax reporting forms, annual reports or other information about the Company. This policy applies to all of the Company's shareholders and former shareholders. We keep nonpublic personal information in a secure environment. We restrict access to nonpublic personal information to Company officers, agents and service providers who have a need to know the information based on their role in servicing or administering shareholders' accounts. The Company also maintains physical, electronic and procedural safeguards that comply with federal regulations and established security standards to protect the confidentiality of nonpublic personal information. 13 RESULTS OF PROPOSALS PRESENTED AT THE ANNUAL MEETING OF SHAREHOLDERS The following votes were cast at the Annual Meeting of Shareholders held on February 27, 2003: -------------------------------------------------------------------------------- ELECTION OF DIRECTORS For Against Abstain -------------------------------------------------------------------------------- Robert J.A. Irwin 7,525,555 12,146 43,920 Henry R. Breck 7,527,021 12,146 42,454 Harry M. Conger 7,526,459 12,146 43,016 Chester A. Crocker 7,527,058 12,146 42,417 Joseph C. Farrell 7,527,021 12,146 42,454 James G. Inglis 7,528,058 12,146 41,417 Malcolm W. MacNaught 7,527,052 12,146 42,423 Ronald L. McCarthy 7,527,374 12,146 42,101 Robert A. Pilkington 7,528,225 12,146 41,250 A. Michael Rosholt 7,522,737 12,146 46,738 -------------------------------------------------------------------------------- RATIFICATION OF SELECTION OF AUDITORS For Against Abstain -------------------------------------------------------------------------------- Ernst & Young LLP 7,488,710 33,691 59,220 Ernst & Young Johannesburg, South Africa 7,488,676 33,990 58,955 -------------------------------------------------------------------------------- FORWARD-LOOKING STATEMENTS This report contains "forward-looking statements" within the meaning of the Securities Act of 1933 and the Securities Act of 1934. By their nature all forward-looking statements involve risks, uncertainties and other factors which may cause actual results, performance or achievements of management's plans to be materially different from those contemplated by the forward-looking statements. Such factors include, but are not limited to, the performance of the companies whose securities comprise the Company's portfolio, the conditions in the U.S., South African and other international securities and foreign exchange markets, the price of gold, platinum and other precious metals, changes in tax law and the Company's efforts to move from South Africa to Bermuda. 14 ASA LIMITED Incorporated in the Republic of South Africa (Registration No. 58/01920/06) DIRECTORS HENRY R. BRECK ROBERT J.A. IRWIN (U.S.A.) (U.S.A.) HARRY M. CONGER MALCOLM W. MACNAUGHT (U.S.A.) (U.S.A.) CHESTER A. CROCKER RONALD L. MCCARTHY (U.S.A.) (South Africa) JOSEPH C. FARRELL ROBERT A. PILKINGTON (U.S.A.) (U.S.A.) JAMES G. INGLIS A. MICHAEL ROSHOLT (South Africa) (South Africa) OFFICERS ROBERT J.A. IRWIN, CHAIRMAN OF THE BOARD AND TREASURER RONALD L. MCCARTHY, MANAGING DIRECTOR AND SOUTH AFRICAN SECRETARY CHESTER A. CROCKER, UNITED STATES SECRETARY PAUL K. WUSTRACK, JR., ASSISTANT UNITED STATES SECRETARY DOROTHY FAITH KENNY, ASSISTANT SOUTH AFRICAN SECRETARY AUDITORS ERNST & YOUNG LLP, NEW YORK, NY, U.S.A ERNST & YOUNG, JOHANNESBURG, SOUTH AFRICA COUNSEL WERKSMANS, JOHANNESBURG, SOUTH AFRICA KIRKPATRICK & LOCKHART LLP, WASHINGTON, DC, U.S.A. CUSTODIAN J.P. MORGAN CHASE, BROOKLYN, NY, U.S.A. SUBCUSTODIAN STANDARD BANK OF SOUTH AFRICA LIMITED JOHANNESBURG, SOUTH AFRICA FUND ACCOUNTANTS KAUFMAN ROSSIN & CO., PA, MIAMI, FL, U.S.A. REGISTERED OFFICE 36 WIERDA ROAD WEST, SANDTON 2196, SOUTH AFRICA Website--http://www.asaltd.com SHAREHOLDER SERVICES LGN ASSOCIATES, FLORHAM PARK, NJ, U.S.A. (973) 377-3535 TRANSFER AGENT EQUISERVE TRUST COMPANY, N.A., 525 WASHINGTON BOULEVARD, JERSEY CITY, NJ 07310, U.S.A. ITEM 2. CODE OF ETHICS Form N-CSR disclosure requirement not applicable to registrant's semi-annual report. ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT Form N-CSR disclosure requirement not applicable to registrant's semi-annual report. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES Form N-CSR disclosure requirement not applicable to registrant's semi-annual report. ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS Form N-CSR disclosure requirement not applicable to registrant's semi-annual report. ITEM 6. [RESERVED] ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. Form N-CSR disclosure requirement not applicable to registrant's semi-annual report. ITEM 8. [RESERVED] ITEM 9. CONTROLS AND PROCEDURES (a) Based on an evaluation of the disclosure controls and procedures (as defined in Rule 30a-2(c) under the Act), the Chairman of the Board and Treasurer of the Company has concluded that such disclosure controls and procedures are effectively designed to ensure that information required to be disclosed by the Company is accumulated and communicated to the Company's management to allow timely decisions regarding required disclosure. (b) There were no significant changes in the registrant's internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. ITEM 10. EXHIBITS (a) Form N-CSR disclosure requirement not yet effective with respect to registrant. (b) The certifications required by Rule 30a-2 of the Investment Company Act of 1940, as amended, and Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 are attached hereto. The certification provided pursuant to Section 906 of the Sarbanes-Oxley Act is not deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 ("Exchange Act"), or otherwise subject to the liability of that section. Such certifications will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except to the extent that the registrant specifically incorporates them by reference. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ASA LIMITED Date: July 29, 2003 By: /s/ Robert J.A. Irwin --------------------------- Robert J.A. Irwin Chairman of the Board and Treasurer Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following person on behalf of the registrant and in the capacities and on the date indicated. Date: July 29, 2003 By: /s/ Robert J.A. Irwin --------------------------- Robert J.A. Irwin Chairman of the Board and Treasurer