NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO
OR FROM ANY JURISDICTION (INCLUDING THE
UNITED STATES) WHERE TO DO SO WOULD CONSTITUTE A VIOLATION
OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION. THIS
ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
FOR IMMEDIATE RELEASE
27 July 2017
RECOMMENDED
ALL-SHARE OFFER
for
THE PROSPECT
JAPAN FUND LIMITED
(a non-cellular
company incorporated in Guernsey with registration number
28863)
by
PROSPECT CO., LTD.
(a company incorporated in Japan)
being implemented by means of a
scheme of arrangement
under Part VIII of the Companies (Guernsey) Law, 2008
Scheme of arrangement becomes
Effective
The independent directors of The Prospect Japan Fund Limited
(“TPJF” or the “Company”) announce that the Court has today
sanctioned the scheme of arrangement under Part VIII of the
Companies Law (the “Scheme”) in connection with the recommended
share for share exchange offer made by Prospect for the entire
issued and to be issued share capital of TPJF (the “Offer”).
An office copy of the Court Order sanctioning the Scheme was
today delivered to the Guernsey Registry and, accordingly, the
Scheme has now become Effective in accordance with its terms.
Under the terms of the Scheme, Scheme Shareholders on the
register at the Scheme Record Time, being 6.00 p.m. (London Time) on 26 July 2017 will receive 2.5 New Prospect Shares
for each Scheme Share held, subject to any adjustments for
fractional entitlements.
The latest date for the settlement and admission to trading of
the New Prospect Shares due under the Scheme is 10 August 2017.
Following an application by the Company to the London Stock
Exchange, as was previously announced on 19
July 2017, the listing of, and trading in, TPJF Shares was
suspended with effect from 7.30 a.m.
(London time) this morning.
Applications have also been made to the London Stock Exchange to
cancel trading in TPJF Shares on its Main Market for listed
securities and to the UK Listing Authority to cancel the listing of
the TPJF Shares on the Official List. These cancellations are
expected to take effect at 8.00 a.m.
(London time) on 28 July 2017. As a result of the Scheme becoming
Effective, share certificates in respect of TPJF Shares will cease
to be valid documents of title and entitlements to TPJF Shares held
in uncertificated form in CREST are being cancelled.
Forms of Settlement
for New Prospect Shares
In the Scheme Document, the latest time for lodging Forms of
Settlement (White Form A or Green Form B) was stated to be
10.30 a.m. on 17 July 2017, which was the deadline by which
Forms of Settlement must be received in order for TPJF Shareholders
to receive their New Prospect Shares on the Settlement Date
either:
(a) directly into their nominated JASDEC Account (if
Form A is completed); or
(b) into a Personal Sub-Account to be opened in the
name of such TPJF Shareholder with Equiniti as the Fiduciary (if
Form B is completed).
The Settlement Date is expected to be 10
August 2017.
For the avoidance of doubt, TPJF Shareholders who do not want
their New Prospect Shares to be sold pursuant to the Sales Process
referred to in the Scheme Document (“No Action Shareholders”)
(which is currently expected to commence on 8 September 2017) will have until 10.30 a.m. on 29 August
2017 to lodge their Forms of Settlement (White Form A or
Green Form B), in which case the New Prospect Shares to which such
TPJF Shareholders are entitled will be transferred out of the No
Action Sub-Account prior to the commencement of the Sales Process
and into either:
(a) such TPJF Shareholders' nominated JASDEC Account
(if Form A is completed); or
(b) into a Personal Sub-Account to be opened in the
name of such TPJF Shareholder with Equiniti as the
Fiduciary (if Form B is completed).
For any queries, please contact the Receiving Agent’s Helpline
between 8.30 a.m. and 5.30 p.m.
during Monday to Friday (except public holidays in England and Wales and Guernsey) on 0371 384 2050 (from
within the UK) or +44 121 415 0259 (from outside the UK).
Defined terms used but not defined in
this announcement have the meanings set out in the Scheme Document
dated 27 June 2017.
Enquiries:
The Prospect Japan
Fund Limited
John Hawkins, Non-Executive Chairman |
Tel: +44 (0)1481 745 918 |
Prospect Co.,
Ltd.
Curtis Freeze, President |
Tel: +1 808 383 3833 |
Stockdale Securities
Limited
(Financial Adviser to TPJF)
Daniel Harris
David Coaten |
Tel: +44 (0) 20 7601 6100 |
Strand Hanson
Limited
(Joint Financial Adviser to Prospect)
Stuart Faulkner
Matthew Chandler
James Dance |
Tel: +44 (0)207 409 3494 |
Mizuho Bank, Ltd.
(Corporate Advisory department)
(Joint Financial Adviser to Prospect)
Eiichi Igarashi |
Tel: +81 (0) 3 3284 1655 |
Important Notices
Stockdale Securities Limited, which is authorised and regulated
by the Financial Conduct Authority in the United Kingdom, is acting exclusively for TPJF
as financial adviser in connection with the Offer and other matters
set out in this Announcement and for no one else and will not be
responsible to anyone other than TPJF for providing the protections
afforded to its clients or for providing advice in relation to the
Offer and other matters set out in this Announcement. Neither
Stockdale Securities Limited nor any of its subsidiaries, branches
or affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client
of Stockdale Securities Limited in connection with this
Announcement, any statement contained herein or otherwise.
Strand Hanson Limited, which is authorised and regulated by the
Financial Conduct Authority in the United
Kingdom, is acting exclusively for Prospect as joint
financial adviser in connection with the Offer and other matters
set out in this Announcement and for no one else and will not be
responsible to anyone other than Prospect for providing the
protections afforded to its clients or for providing advice in
relation to the Offer and other matters set out in this
Announcement. Neither Strand Hanson Limited nor any of its
subsidiaries, branches or affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Strand Hanson Limited in connection
with this Announcement, any statement contained herein or
otherwise.
Mizuho Bank, Ltd. (Corporate
Advisory department), an investment banking arm of Mizuho Financial
Group, which is regulated by the Japanese Financial Services
Agency, is acting exclusively for Prospect as joint financial
adviser in connection with the Offer and other matters set out in
this Announcement and for no one else and will not be responsible
to anyone other than Prospect for providing the protections
afforded to its clients or for providing advice in relation to the
Offer and other matters set out in this Announcement. Neither
Mizuho Bank, Ltd. (Corporate Advisory department) nor any of its
subsidiaries, branches or affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Mizuho
Bank, Ltd. (Corporate Advisory department) in connection
with this Announcement, any statement contained herein or
otherwise.
Further information
This Announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any offer or
invitation, or the solicitation of an offer, to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any
securities or the solicitation of any vote or approval in any
jurisdiction pursuant to the Offer or otherwise nor will there be
any sale, issuance or transfer of securities in any jurisdiction in
contravention of applicable law. This Announcement does not
constitute a prospectus or prospectus equivalent document.
Overseas jurisdictions
The ability of persons who are not resident in the UK or
Guernsey to participate in the Offer may be affected by the laws of
the relevant jurisdictions in which they are located.
The release, publication or distribution of this Announcement in
jurisdictions other than the UK and Guernsey may be restricted by
law and therefore any persons who are subject to the laws of any
jurisdiction other than the UK and Guernsey should inform
themselves about, and observe any applicable requirements. This
Announcement has been prepared for the purpose of complying with
English law, Guernsey law and the Code and the information
disclosed may not be the same as that which would have been
disclosed if this Announcement had been prepared in accordance with
the laws of jurisdictions outside the UK and Guernsey.
The Offer is subject to the applicable requirements of the
Companies Law, the Court (as a result of TPJF being incorporated in
Guernsey) and the GFSC (as a result of TPJF being an authorised
closed-ended investment scheme in Guernsey), with the applicable
requirements of English law, the Code, the Panel, the London Stock
Exchange and the FCA (as a result of TPJF being listed on the
London Stock Exchange) and also with the applicable requirements of
Japanese laws, JASDEC, the Tokyo Stock Exchange and the Japanese
Financial Services Agency (as a result of Prospect being a Japanese
company, listed on the Tokyo Stock Exchange).
Copies of this Announcement, the Scheme Document, the Notices of
Court Meeting and TPJF General Meeting, the Forms of Proxy and all
other documents relating to the Offer are not being, and must not
be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in or into or from any Restricted Jurisdiction,
or any jurisdiction where to do so would violate the laws of that
jurisdiction, and persons receiving such documents (including
custodians, nominees and trustees) must not mail or otherwise
forward, distribute or send them in or into or from any Restricted
Jurisdiction. All persons receiving this Announcement (including,
without limitation, custodians, nominees and trustees) should
observe these restrictions and any applicable legal or regulatory
requirements of their jurisdiction and must not mail or otherwise
forward, send or distribute this Announcement in, into or from any
Restricted Jurisdiction.
The receipt of securities pursuant to the Offer by Overseas
Shareholders may be a taxable transaction under applicable
national, state and local, as well as foreign and other tax laws.
Each Overseas Shareholder is urged to consult their independent
professional adviser regarding the tax consequences of accepting
the Offer.
Further details in relation to Overseas Shareholders is
contained in the Scheme Document.
Additional information for US
investors
These materials are not for distribution, directly or
indirectly, in or into the United
States (as defined in the Scheme Document). These materials
do not constitute or form a part of any offer or solicitation to
purchase or subscribe for securities in the United States.
The New Prospect Shares have not been and will not be registered
under the US Securities Act of 1933 (the “US Securities Act”) or
under the securities laws of any State or other jurisdiction of
the United States. Accordingly,
the New Prospect Shares may not be offered, sold, resold,
delivered, distributed or otherwise transferred, directly or
indirectly, in or into the United
States absent registration under the US Securities Act or an
exemption therefrom. The New Prospect Shares issued pursuant to the
Offer are expected to be issued in reliance upon the exemption from
the registration requirements of the US Securities Act provided by
Section 3(a)(10) thereof. There has been no public offer of New
Prospect Shares in the United
States.
TPJF is organised under the laws of Guernsey and Prospect is
organised under the laws of Japan. All of the officers and
directors of TPJF are residents of countries other than
the United States, and most of the
officers and directors of Prospect are residents of countries other
than the United States. It may not be possible to sue TPJF
and Prospect in a non-US court for violations of US securities
laws. It may be difficult to compel TPJF, Prospect and their
respective affiliates to subject themselves to the jurisdiction and
judgment of a US court.
A transaction effected by way of a scheme of arrangement is not
subject to the proxy solicitation or tender offer rules under the
US Securities Exchange Act of 1934 (the “US Exchange Act”).
Accordingly, the Scheme is subject to the disclosure requirements,
rules and practices applicable in the UK and Guernsey to schemes of
arrangement and takeover offers, which differ from the disclosure
requirements, style and format of US tender offer and proxy
solicitation rules. If Prospect determines to extend the offer into
the US, the Offer will be made in compliance with applicable US
laws and regulations. Financial information included in this
Announcement and the Scheme Document has been or will have been
prepared in accordance with non-US accounting standards that may
not be comparable to financial information of US companies or
companies whose financial statements are prepared in accordance
with generally accepted accounting principles in the US.
Neither the US Securities and Exchange Commission nor any
securities commission of any state of the
United States has approved or disapproved the Offer, nor
have such authorities passed upon or determined the fairness of the
Offer or the adequacy or accuracy of the information contained in
this Announcement. Any representation to the contrary is a criminal
offence in the United States.
If the Offer is required to be made in
the US, it will be done in compliance with the applicable tender
offer rules under the US Exchange Act.
Publication on website and
availability of hard copies
A copy of this Announcement and the documents required to be
published pursuant to Rule 26.1 of the Code will be made available
free of charge, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, on TPJF's website at
www.prospectjapanfund.com by no later than 12.00 p.m. (London time) on the Business Day following
this Announcement. For the avoidance of doubt, the contents of this
website is not incorporated by reference and does not form part of
this Announcement.
Neither the content of any website referred to in this
Announcement nor the content of any website accessible from
hyperlinks is incorporated into, or forms part of, this
Announcement.
In accordance with Rule 30.3 of the Code, a person so entitled
may request a hard copy of this Announcement by contacting TPJF's
company secretary, Northern Trust International Fund Administration
Services (Guernsey) Limited, on +44 (0) 1481 745 918 or by
submitting a request in writing to Northern Trust Fund
Administration Services (Guernsey) Limited at PO Box 255 Trafalgar
Court, Les Banques, St Peter Port, Guernsey, GY1 3QL. You may also
request that all future documents, announcements and information to
be sent to you in relation to the Offer should be in hard copy
form.
Time
All times shown in this Announcement are London times, unless otherwise stated.