Prospect Japan Fund Statement re Rule 2.6 Extension
May 02 2017 - 2:00AM
UK Regulatory
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.
2 May 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 3 April 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 2 May 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 30 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 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 3 May 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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