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
3 April 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 March 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 4 April 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
2 May 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
John Hawkins |
Tel: 01481 745918 |
Stockdale Securities
Limited
(Financial Adviser to TPJF)
Daniel Harris
David Coaten |
Tel: 020 7601 6100 |
Prospect Co.,
Ltd.
Curtis Freeze |
Tel: +1 808 383 3833 |
Strand Hanson
Limited
(Joint Financial Adviser to Prospect)
Stuart Faulkner
Matthew Chandler
James Dance |
Tel: 020 7409 3494 |
|
|
Mizuho Corporate
Advisory Co., Ltd.
(Joint Financial Adviser to Prospect)
Ryo Kamisaku
Eiichi Igarashi |
Tel: +81 (0) 3 3284 1655 |
|
|
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 4 April 2017. The content of the
website referred to in this announcement is not incorporated into
and does not form part of this announcement.