THE PROSPECT JAPAN FUND LIMITED
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) Tel: +44 (0) 20 7601 6100
Daniel Harris
David Coaten
Strand Hanson Limited
(Joint Financial Adviser to Prospect) Tel: +44 (0)207 409 3494
Stuart Faulkner
Matthew Chandler
James Dance
Mizuho Bank, Ltd. (Corporate Advisory
department) Tel: +81 (0) 3 3284 1655
(Joint Financial Adviser to Prospect)
Eiichi Igarashi
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.
Prospect Japan Fund : Scheme of arrangement becomes Effective
July 27, 2017 at 06:27 pm IST
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© PRNewswire - 2017
