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 June 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)
to be implemented by means of a scheme of arrangement
under Part VIII of the Companies (Guernsey) Law, 2008
Publication of Scheme Document
On 31 May 2017, the independent directors of The Prospect Japan Fund Limited
(the "Independent TPJF Directors") ("TPJF" or the "Company") and the board of
directors of Prospect Co., Ltd. ("Prospect") announced that they had reached
agreement on the terms of a recommended share for share exchange offer to be
made by Prospect for the entire issued and to be issued share capital of TPJF
(the "Offer").
It was also announced that the Offer would be implemented by way of a
Court-sanctioned scheme of arrangement between TPJF and its shareholders under
Part VIII of the Companies Law of Guernsey (the "Scheme").
The Independent TPJF Directors are pleased to announce that the scheme document
(the "Scheme Document") in relation to the Offer is being posted, or made
available, to TPJF Shareholders today, together with the Forms of Proxy for the
Meetings and the Forms of Settlement. The Scheme Document sets out, amongst
other things, the full terms and conditions of the Scheme, an explanatory
statement, an expected timetable of principal events, details of the settlement
process, notices of the Court Meeting and the TPJF General Meeting and details
of the action to be taken by TPJF Shareholders.
As further detailed in the Scheme Document, in order to become Effective, the
Scheme requires, amongst other things, the approval of a majority in number of
the Scheme Shareholders present and voting in person or by proxy at the Court
Meeting, representing not less than 75 per cent. in value of the Scheme Shares
held by such Scheme Shareholders, together with the sanction of the Court and
the passing of any additional resolution necessary to implement the Scheme at
the TPJF General Meeting.
The acquisition also requires the approval of Prospect Shareholders at the
Prospect ASM being held on 28 June 2017 at 10.00 a.m. (Tokyo time).
Notices convening the Court Meeting for 10.00 a.m. on 19 July 2017 and the TPJF
General Meeting for 10.15 a.m. on the same date (or as soon thereafter as the
Court Meeting is concluded or adjourned), to be held at the offices of Herbert
Smith Freehills LLP, Exchange House, Primrose Street, London EC2A 2EG, are set
out in the Scheme Document. Forms of Proxy, for use at such Meetings, are
enclosed with the Scheme Document.
If the Scheme is duly approved by voting Scheme Shareholders, the specified
resolutions are approved by TPJF Shareholders, all other Conditions to the
Offer are satisfied or (if capable of waiver) waived, the Court sanctions the
Scheme and the Scheme becomes Effective in accordance with its terms, it is
currently expected that trading on the London Stock Exchange's Main Market for
listed securities of TPJF Shares will be suspended at 7.30 a.m. on 27 July 2017
and subsequently cancelled from listing and admission to trading at 8.00 a.m.
on 28 July 2017.
It is important that, for the Court Meeting, as many votes as possible are cast
so that the Court may be satisfied that there is a fair and reasonable
representation of voting Scheme Shareholders' opinion. Voting Scheme
Shareholders are therefore strongly urged to complete, sign and return the
Forms of Proxy (once received) as soon as possible.
Capitalised terms in this announcement (the "Announcement"), unless otherwise
defined herein, have the same meanings as set out in the Scheme Document.
Copies of this Announcement and the Scheme Document, together with information
incorporated into it by reference to external sources, will be available free
of charge (subject to certain restrictions relating to persons in certain
overseas jurisdictions) on TPJF's website at www.prospectjapanfund.com up to
and including the Effective Date. The contents of this website are not
incorporated into, and do not form part of, this Announcement.
Timetable
The expected timetable of principal events for the implementation of the Scheme
is set out below. If any of the key dates set out in the expected timetable
changes, an announcement will be made through a Regulatory Information Service.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
All references in this Announcement to times are to London time unless
otherwise stated.
Prospect ASM 10.00 a.m. (Tokyo time) on 28 June 2017
Latest time for lodging the Pink Form of 10.00 a.m. on 17 July 2017(1)
Proxy for the Court Meeting
Latest time for lodging the Blue Form of 10.15 a.m. on 17 July 2017(2)
Proxy for the TPJF General Meeting
Latest time for lodging Forms of 10.30 a.m. on 17 July 2017(3)
Settlement (White Form A or Green Form
B)
Scheme Voting Record Time for the Court 6.00 p.m. on 17 July 2017(4)
Meeting and the TPJF General Meeting
Court Meeting 10.00 a.m. on 19 July 2017
TPJF General Meeting 10.15 a.m. on 19 July 2017(5)
The following dates are indicative only and are subject to change:(6)
Last day of dealings in, and 26 July 2017
registrations of transfers of, and
disablement in CREST of, TPJF Shares
Scheme Record Time 6.00 p.m. on 26 July 2017
Suspension of listing of, and dealings 7.30 a.m. on 27 July 2017
in, TPJF Shares and disablement of TPJF
Shares in CREST
Court Hearing 9.30 a.m. on 27 July 2017
Effective Date of the Scheme 27 July 2017
Cancellation of listing and admission to 8.00 a.m. on 28 July 2017
trading of TPJF Shares
Latest date for settlement and admission 10 August 2017
to trading of the New Prospect Shares
due under the Scheme
Longstop Date(7) 30 September 2017
(1) It is requested that Pink Forms of Proxy for the Court Meeting be
lodged not later than 48 hours prior to the time appointed for the Court
Meeting (noting that in taking account of this 48 hour period, no account shall
be taken of any part of a day that is not a working day). Pink Forms of Proxy
not so lodged may be handed to the Registrar or the Chairman of the Court
Meeting before the start of the Court Meeting.
(2) Blue Forms of Proxy for the TPJF General Meeting must be lodged not
later than 48 hours prior to the time appointed for the TPJF General Meeting
(noting that in taking account of this 48 hour period, no account shall be
taken of any part of a day that is not a working day). Blue Forms of Proxy not
returned so as to be received by the time mentioned above and in accordance
with the instructions on the Blue Form of Proxy will be invalid unless the
Independent TPJF Directors direct otherwise.
(3) Either the White Form A or the Green Form B (as appropriate) must be
received by the Receiving Agent by 10.30 a.m. on 17 July 2017 (or, in the case
of any change to the Scheme Voting Record Time, by no later than 10.30 a.m. on
the date on which the revised Scheme Voting Record Time falls).
(4) If either the Court Meeting or the TPJF General Meeting is
adjourned, the Scheme Voting Record Time for the relevant adjourned meeting
will be 6.00 p.m. on the day which is two days before the adjourned Meeting.
(5) Or as soon thereafter as the Court Meeting shall have concluded or
been adjourned.
(6) These dates are indicative only and will depend, among other things,
on the dates upon which Conditions are satisfied or (where permitted) waived or
when the Court sanctions the Scheme (as appropriate). TPJF will announce any
changes to these dates through a Regulatory Information Service.
(7) This is the latest date by which the Scheme may become effective
unless TPJF and Prospect agree (and, if required, the Panel and the Court
permit) a later date.
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)
Ryo Kamisaku
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.
The Offer is being made solely pursuant to the disclosures and information
contained in the Scheme Document which, together with the Forms of Proxy,
contains the full terms and conditions of the Offer, including details of how
TPJF Shareholders may vote at the Meetings in respect of the Offer.
TPJF urges TPJF Shareholders to read the Scheme Document because it contains
important information in relation to the Offer, the New Prospect Shares and the
Combined Group. Any vote in respect of the Scheme or other response in relation
to the Offer should be made only on the basis of the information contained in
the Scheme Document.
This Announcement does not constitute a prospectus or prospectus equivalent
document.
If you are in any doubt about the contents of this Announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor, accountant
or other independent financial adviser duly authorised under the Financial
Services and Markets Act 2000 (as amended) if you are resident in the United
Kingdom or, if not, from another appropriately authorised independent financial
adviser.
Overseas jurisdictions
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. In particular, 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. This Announcement has been
prepared for the purpose of complying with English law and Guernsey law and
with 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 of
Guernsey, 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 and regulated under the POI Law and the Authorised Rules),
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).
The Offer may not be made directly or indirectly, in or into, or by the use of
(electronic) mail or any means or instrumentality (including, but not limited
to, facsimile, e-mail or other electronic transmission, telex or telephone) of
interstate or foreign commerce of, or of any facility of a national, state or
other securities exchange of any Restricted Jurisdiction and no person may vote
in favour of the Scheme by any such use, means, instrumentality or facilities.
Accordingly, copies of this Announcement, the Scheme Document, the notices of
the Court Meeting and the TPJF General Meeting, the Forms of Proxy, the Forms
of Settlement 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 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 (including its territories and possessions, any State of the
United States and the District of Columbia). 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 will be 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.
The Offer, to be implemented by way of the Scheme, is being made to acquire the
entire issued and to be issued share capital of a company incorporated in
Guernsey by way of a scheme of arrangement provided for under Part VIII of the
Companies Law of Guernsey. 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. However, if Prospect were to elect to implement the Offer by means of a
contractual offer, rather than the Scheme, such offer will be made in
compliance with all applicable laws and regulations, including Section 14(e) of
the US Exchange Act and Regulation 14E thereunder. Such offer would be made in
the US by Prospect and no one else.
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.
Forward-looking statements
This Announcement may contain certain forward-looking statements with respect
to the financial condition, results of operations and business of Prospect and/
or TPJF and certain plans and objectives of Prospect with respect thereto.
These forward-looking statements can be identified by the fact that they do not
relate to historical or current facts. Forward-looking statements also often
use words such as "anticipate", "target", "expect", "estimate", "intend",
"plan", "goal", "believe", "hope", "aims", "continue", "will", "may", "should",
"would", "could", or other words of similar meaning. These statements are based
on assumptions and assessments made by Prospect and/or TPJF (as applicable) in
light of their experience and perception of historical trends, current
conditions, future developments and other factors they believe appropriate. By
their nature, forward-looking statements involve risk and uncertainty, because
they relate to events and depend on circumstances that will occur in the future
and the factors described in the context of such forward-looking statements in
this Announcement could cause actual results and developments to differ
materially from those expressed in or implied by such forward-looking
statements. Although it is believed that the expectations reflected in such
forward-looking statements are reasonable, no assurance can be given that such
expectations will prove to be correct and you are therefore cautioned not to
place undue reliance on these forward-looking statements which speak only as at
the date of this Announcement. Prospect does not assume any obligation to
update or correct the information contained in this Announcement (whether as a
result of new information, future events or otherwise), except as required by
the Panel, the Code or by applicable law.
Forward-looking statements are not guarantees of future performance. Such
forward-looking statements involve known and unknown risks and uncertainties
that could significantly affect expected results and are based on certain key
assumptions. Many factors could cause actual results to differ materially from
those projected or implied in any forward-looking statements. Due to such
uncertainties and risks, readers are cautioned not to place undue reliance on
such forward-looking statements, which speak only as of the date of this
Announcement. Neither Prospect nor TPJF undertakes any obligation to update or
revise any forward-looking statement as a result of new information, future
events or otherwise, except to the extent legally required.
There are several factors which could cause actual results to differ materially
from those expressed or implied in forward-looking statements. Among the
factors that could cause actual results to differ materially from those
described in the forward-looking statements are changes in the global,
political, economic, business and competitive environments, market and
regulatory forces, future exchange and interest rates, changes in tax rates,
and future business combinations or dispositions.
For a discussion of important factors which could cause actual results to
differ from forward-looking statements in relation to the Prospect Group or the
TPJF Group, refer to the annual report and accounts of the Prospect Group for
the financial year ended 31 March 2016 and of the TPJF Group for the financial
year ended 31 December 2016, respectively.
No profit forecasts, quantified financial benefit statements or estimates
No statement in this Announcement is intended, or is to be construed, as a
profit forecast, profit estimate or quantified financial benefit statement for
any period. No statement in this Announcement should be interpreted to mean
that earnings per TPJF Share or earnings per Prospect Share for the current or
future financial years would necessarily match or exceed the historical
published earnings per TPJF Share or earnings per Prospect Share.
Dealing and Opening Position Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or
more of any class of relevant securities of the offeree company or of any
securities exchange offeror (being any offeror other than an offeror in respect
of which it has been announced that its offer is, or is likely to be, solely in
cash) must make an Opening Position Disclosure following the commencement of
the offer period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening Position Disclosure
must contain details of the person's interests and short positions in, and
rights to subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s). An Opening Position
Disclosure by a person to whom Rule 8.3(a) applies must be made by no later
than 3.30 p.m. (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later than 3.30
p.m. (London time) on the 10th business day following the announcement in which
any securities exchange offeror is first identified. Relevant persons who deal
in the relevant securities of the offeree company or of a securities exchange
offeror prior to the deadline for making an Opening Position Disclosure must
instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1
per cent. or more of any class of relevant securities of the offeree company or
of any securities exchange offeror must make a Dealing Disclosure if the person
deals in any relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the dealing
concerned and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror(s), save to the extent that these details
have previously been disclosed under Rule 8. A Dealing Disclosure by a person
to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London
time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of the offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see Rules
8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Takeover Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. You should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.
Publication on website and availability of hard copies
This Announcement and the documents required to be published pursuant to Rule
26.1 of the Code will be 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.
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.
You 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. 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.
Electronic Communications
Please be aware that addresses, electronic addresses and certain other
information provided by TPJF Shareholders, persons with information rights and
other relevant persons for the receipt of communications from TPJF may be
provided to Prospect during the Offer Period as required under Section 4 of
Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.
Time
All times shown in this Announcement are London times, unless otherwise stated.
Prospect Japan Fund : Publication of Scheme Document
June 27, 2017 at 01:21 pm EDT
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