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
19 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)
to be implemented by means of a scheme of arrangement
under Part VIII of the Companies (Guernsey) Law, 2008
Results of Court Meeting and General Meeting
The independent directors ("Independent TPJF Directors") of The Prospect Japan
Fund Limited ("TPJF" or the "Company") are pleased to announce that, at the
Court Meeting and the General Meeting (the "Meetings"), held earlier today, 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"), all
resolutions were duly passed.
As previously announced, the Offer is being 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"). Today, TPJF
Shareholders voted to:
- approve the Scheme by the necessary majority at the Court Meeting;
- pass a special resolution (the "Special Resolution") at the General
Meeting to approve:
o the authorisation of the Independent TPJF Directors to take all such
actions as they may consider necessary or appropriate to give effect to the
Scheme; and
o certain amendments to the articles of incorporation of TPJF as
described in the Scheme Document, and;
- pass the two ordinary resolutions (the "Ordinary Resolutions") at the
General Meeting to approve:
o the adoption of the Sales Policy, the Sales Request Policy and the
Termination Sales Policy; and
o the appointment of TPJF as the representative of the No Action
Shareholders for the purposes of the settlement arrangements as described in
the Scheme Document (as defined below).
Details and the full text of these resolutions passed are set out in the
notices of the Court Meeting and the General Meeting contained in the scheme
document dated 27 June 2017 sent or made available to TPJF Shareholders (the
"Scheme Document"), which is available on TPJF's website at
www.prospectjapanfund.com.
Except as otherwise defined herein, capitalised terms used but not defined, in
this announcement (the "Announcement") have the same meanings as given to them
in the Scheme Document. All percentages have been rounded to two decimal
places.
Voting results of the Court Meeting
At the Court Meeting, the Scheme was approved on a poll vote by the requisite
majority in number of those Scheme Shareholders present and voting (either in
person or by proxy), representing approximately 88.04 per cent. in value of the
Scheme Shares in respect of which votes were cast.
Details of the votes cast at the Court Meeting were as follows:
Results of Number of Percentage of Number of Scheme Percentage of
Court Scheme Shares Scheme Shares Shareholders who Scheme
Meeting voted voted voted Shareholders who
voted
FOR 81,309,718 88.04% 25 34.72%
AGAINST Nil Nil Nil Nil
TOTAL 81,309,718 88.04% 25 34.72%
Voting results of the General Meeting
At the General Meeting, the Special Resolution was passed by the requisite
majority on a poll vote, being at least 75 per cent. of the votes cast by TPJF
Shareholders attending either in person or by proxy, and the Ordinary
Resolutions were passed by the requisite simple majority on a poll vote, being
a simple majority of votes in favour of the votes cast by TPJF Shareholders
attending either in person or by proxy.
Details of the votes cast at the General Meeting were as follows:
FOR AGAINST TOTAL WITHHELD
Special resolution No. of % No. of % No. of No. of Votes
Votes Votes Votes Votes Votes
A special 81,329,718 88.06 Nil Nil 81,329,718 Nil
resolution to
approve the
authorisation of
the Independent
TPJF Directors to
take all actions as
they may consider
necessary or
appropriate to give
effect to the
Scheme; and to
approve certain
amendments to the
articles of
incorporation of
TPJF as described
in the Scheme
Document
Ordinary No. of % No. of % No. of No. of Votes
resolutions Votes Votes Votes Votes Votes
An ordinary 81,329,718 88.06 Nil Nil 81,329,718 Nil
resolution to
approve the
adoption of the
Sales Policy, the
Sales Request
Policy and the
Termination Sales
Policy
An ordinary 81,329,718 88.06 Nil Nil 81,329,718 Nil
resolution to
approve the
appointment of TPJF
as the
Representative of
the No Action
Shareholders for
the purposes of the
settlement
arrangements as
described in the
Scheme Document
Notes:
1. The issued share capital of the Company at the date of the meetings was
92,352,602 ordinary shares of US$0.001 each with voting rights, none of which
were held in treasury;
2. Any proxy appointments which gave discretion to the Chairman have been
included in the votes "FOR" total; and
3. A vote withheld is not a vote in law and counts neither "FOR" nor "AGAINST"
the resolutions.
Effective Date and Timetable
Completion of the Offer remains subject to the satisfaction or waiver of the
other Conditions set out in the Scheme Document including the sanction of the
Scheme by the Court and the delivery of a copy of the Court Order to the
Guernsey Registry.
The expected timetable of principal events for the implementation of the Scheme
is set out on page 5 of the Scheme Document and partially reproduced (including
the clarifications that were announced on 14 July 2017) in the appendix to this
Announcement. It is currently expected that the Court Hearing to sanction the
Scheme will take place on 27 July 2017.
Subject to the Scheme receiving the sanction of the Court and the satisfaction
or waiver of the other Conditions, the Scheme is expected to become Effective
on 27 July 2017 with settlement of the New Prospect Shares due under the Scheme
occurring within 14 days of the Scheme becoming Effective.
As set out in the announcement by TPJF, of 27 June 2017, the Company has
applied to the London Stock Exchange for trading in TPJF Shares to be suspended
with effect from 7.30 a.m. (London time) on 27 July 2017.
TPJF has also made an application to the London Stock Exchange for the
cancellation of the listing and admission of TPJF Shares on the London Stock
Exchange's Main Market for listed securities to be effective from 8.00 a.m.
(London time) on 28 July 2017.
Immediately following the Effective Date, share certificates in respect of TPJF
Shares will cease to be valid and entitlements to TPJF Shares held within the
CREST system will be cancelled.
If any of the key dates set out in the expected timetable change, TPJF will
give notice of this change by issuing an announcement through a Regulatory
Information Service. Such announcement will, subject to certain restrictions,
also be available on TPJF's website at www.prospectjapanfund.com.
Subject to certain restrictions, a copy of this Announcement and the amended
articles of incorporation of the Company will also be available on TPJF's
website at www.prospectjapanfund.com.
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.
The Offer is being made solely pursuant to the disclosures and information
contained in the Scheme Document which contains the full terms and conditions
of the Offer.
TPJF urges TPJF Shareholders to read the Scheme Document which contains
important information in relation to the Offer, the New Prospect Shares and the
Combined Group. Any 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, 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 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), 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 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.
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 will be 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
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 these websites are not incorporated by
reference and do 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.
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.
Rounding
Certain figures included in this Announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.
Time
All times shown in this Announcement are London times, unless otherwise stated.
APPENDIX
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
All references in this Announcement to times are to London times unless
otherwise stated.
The following dates are indicative only and are subject to change:(1)
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 7.30 a.m. on 27 July 2017
dealings in, TPJF Shares and
disablement of TPJF Shares in CREST
Court Hearing 10.30 a.m. on 27 July 2017
Effective Date of the Scheme 27 July 2017
Cancellation of listing and 8.00 a.m. on 28 July 2017
admission to trading of TPJF Shares
Latest date for settlement and 10 August 2017
admission to trading of New Prospect
Shares due under the Scheme
Latest time for lodging Forms of 10.30 a.m. on 29 August 2017
Settlement (White Form A or Green
Form B) to ensure New Prospect
Shares are transferred out of the No
Action Sub-Account prior to the
commencement of the Sales Process
Sales Process to commence 8 September 2017
Longstop Date(2) 30 September 2017
(1) 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.
(2) 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.
Prospect Japan Fund : Results of Court Meeting and General Meeting
July 19, 2017 at 07:19 am EDT
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