Prospect Japan Fund Statement re Rule 2.6 Extension

 
TIDMPJF 
 
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR 
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A 
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION. 
 
THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER 
UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND THERE 
CAN BE NO CERTAINTY THAT ANY SUCH OFFER WILL ULTIMATELY BE MADE. 
 
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION. 
 
For immediate release 
 
7 March 2017 
 
                        The Prospect Japan Fund Limited 
                                   ("TPJF") 
 
                        Statement re Rule 2.6 Extension 
 
On 10 January 2017, TPJF announced that it was in preliminary discussions with 
Prospect Co., Ltd. ("Prospect") in respect of a possible offer by Prospect for 
the entire issued and to be issued share capital of TPJF (the "Possible Offer 
"). 
 
In accordance with Rule 2.4(c) of the City Code on Takeovers and Mergers (the " 
Code") and further to the announcement made by TPJF on 7 February 2017 
regarding an extension under Rule 2.6(c) of the Code, Prospect was required, 
pursuant to Rule 2.6(a) of the Code, by 5:00 p.m. on 7 March 2017 (the " 
relevant deadline"), to either (i) announce a firm intention to make an offer 
for TPJF in accordance with Rule 2.7 of the Code or (ii) announce that it does 
not intend to make an offer for TPJF. 
 
In accordance with Rule 2.6(c) of the Code, at the request of the independent 
directors of TPJF, the Panel on Takeovers & Mergers (the "Panel") has consented 
to an extension of the relevant deadline, until 5:00 p.m. on 4 April 2017, to 
enable the parties to conclude their ongoing discussions. By this time Prospect 
must either announce a firm intention to make an offer for TPJF or announce 
that it does not intend to make an offer for TPJF, in which case the 
announcement will be treated as a statement to which Rule 2.8 of the Code 
applies. This new deadline can be extended with the consent of the Panel in 
accordance with Rule 2.6(c) of the Code. 
 
In accordance with Rule 26.1 of the Code, a copy of this announcement will be 
available on TPJF's website (www.prospectjapanfund.com). 
 
Further announcements will be made as and when appropriate. 
 
 
 
Enquiries: 
 
The Prospect Japan Fund Limited             Tel: 01481 745918 
John Hawkins 
 
Stockdale Securities Limited                Tel: 020 7601 6100 
(Financial Adviser to TPJF) 
Daniel Harris 
David Coaten 
 
Prospect Co., Ltd.                          Tel: +1 808 383 3833 
Curtis Freeze 
 
Strand Hanson Limited                       Tel: 020 7409 3494 
(Joint Financial Adviser to Prospect) 
Stuart Faulkner 
Matthew Chandler 
James Dance 
 
Mizuho Corporate Advisory Co., Ltd.         Tel: +81 (0) 3 3284 1655 
(Joint Financial Adviser to Prospect) 
Ryo Kamisaku 
Eiichi Igarashi 
 
 
Stockdale Securities Limited, which is authorised and regulated in the United 
Kingdom by the Financial Conduct Authority, is acting exclusively as financial 
adviser to TPJF and no-one else in connection with the Possible Offer and will 
not be responsible to anyone other than TPJF for providing the protections 
afforded to clients of TPJF or for providing advice in relation to the Possible 
Offer or any other matter referred to herein. 
 
Strand Hanson Limited, which is authorised and regulated in the United Kingdom 
by the Financial Conduct Authority, is acting exclusively as joint financial 
adviser to Prospect and no-one else in connection with the Possible Offer and 
will not be responsible to anyone other than Prospect for providing the 
protections afforded to clients of Prospect or for providing advice in relation 
to the Possible Offer or any other matter referred to herein. 
 
Mizuho Corporate Advisory Co., Ltd., an investment banking arm of Mizuho 
Financial Group, is acting exclusively as joint financial adviser to Prospect 
and no-one else in connection with the Possible Offer and will not be 
responsible to anyone other than Prospect for providing the protections 
afforded to clients of Prospect or for providing advice in relation to the 
Possible Offer or any other matter referred to herein. 
 
Disclosure requirements of the Code: 
 
Under Rule 8.3(a) of the Code, any person who is interested in 1% 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% 
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. 
 
Notice to overseas investors 
 
This announcement does not constitute an offer to purchase any securities, or 
an offer to sell or the solicitation of an offer to buy any securities, nor 
shall there be any offer to purchase or sell securities in any jurisdiction in 
which such offer, solicitation or sale would be unlawful. The release, 
distribution or publication of this announcement in jurisdictions other than 
the UK may be restricted by law and therefore any persons who are subject to 
the laws of any jurisdiction other than the UK should inform themselves about 
and observe any applicable requirements. 
 
Website disclosure 
 
A copy of this announcement will be made available (subject to certain 
restrictions relating to persons resident in restricted jurisdictions) on 
TPJF's website at www.prospectjapanfund.com by no later than 12 noon (London 
time) on 8 March 2017. The content of the website referred to in this 
announcement is not incorporated into and does not form part of this 
announcement. 
 
 
 
END
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