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
14 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
Clarification re Forms of Settlement
for New Prospect Shares
On 31 May 2017, the independent
directors of The Prospect Japan Fund Limited (“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.
Reference is made to the Scheme Document dated 27 June 2017.
In the Scheme Document, the latest time for lodging Forms of
Settlement (White Form A or Green Form B) is stated to be
10.30 a.m. on 17 July 2017. To clarify, that is the deadline by
which Forms of Settlement must be received in order for TPJF
Shareholders to receive their New Prospect Shares on the Settlement
Date either:
(a) directly into their nominated JASDEC Account (if Form
A is completed); or
(b) into a Personal Sub-Account to be opened in the name
of such TPJF Shareholder with Equiniti as the Fiduciary (if Form B
is completed).
The Settlement Date is expected to be 10
August 2017.
For the avoidance of doubt, TPJF Shareholders who do not want
their New Prospect Shares to be sold pursuant to the Sales Process
referred to in the Scheme Document (“No Action Shareholders”)
(which is currently expected to commence on 8 September 2017) will have until 10.30 a.m. on 29 August
2017 to lodge their Forms of Settlement (White Form A or
Green Form B), in which case the New Prospect Shares to which such
TPJF Shareholders are entitled will be transferred out of the No
Action Sub-Account prior to the commencement of the Sales Process
and into either:
(a) such TPJF Shareholders' nominated JASDEC Account (if
Form A is completed); or
(b) into a Personal Sub-Account to be opened in the name
of such TPJF Shareholder with Equiniti as the Fiduciary (if
Form B is completed).
For any queries, please contact the Receiving Agent’s Helpline
between 8.30 a.m. and 5.30 p.m.
during Monday to Friday (except public holidays in England and Wales and Guernsey) on 0371 384 2050 (from
within the UK) or +44 121 415 0259 (from outside the UK).
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 reproduced below, adding also the
clarifications set out above. If any of the key dates set out in
the expected timetable change, 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.
|
|
Latest time for lodging the Pink
Form of Proxy for the Court Meeting |
10.00 a.m. on 17 July
2017(1) |
Latest time for lodging the Blue
Form of Proxy for the TPJF General Meeting |
10.15 a.m. on 17 July
2017(2) |
Latest time for lodging Forms of
Settlement (White Form A or Green Form B), to ensure receipt of New
Prospect Shares on the Settlement Date in accordance with the
instructions therein |
10.30 a.m. on 17 July
2017(3) |
Scheme Voting Record Time for the
Court Meeting and the TPJF General Meeting |
6.00 p.m. on 17 July
2017(4) |
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
registrations of transfers of, and disablement in CREST of, TPJF
Shares |
26 July 2017 |
Scheme Record Time |
6.00 p.m. on 26 July
2017 |
Suspension of listing of, and
dealings in, TPJF Shares and disablement of TPJF Shares in
CREST |
7.30 a.m. on 27 July
2017 |
Court Hearing |
9.30 a.m. on 27 July
2017 |
Effective Date of the Scheme |
27 July 2017 |
Cancellation of listing and
admission to trading of TPJF Shares |
8.00 a.m. on 28 July
2017 |
Latest date for settlement and
admission to trading of the New Prospect Shares due under the
Scheme |
10 August 2017 |
Latest time for lodging Forms of
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 |
10.30 a.m. on 29
August 2017
|
Sales Process to commence |
8 September 2017 |
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)
Daniel Harris
David Coaten |
Tel: +44 (0) 20 7601 6100 |
Strand Hanson Limited
(Joint Financial Adviser to Prospect)
Stuart Faulkner
Matthew Chandler
James Dance |
Tel: +44 (0)207 409 3494 |
Mizuho Bank, Ltd. (Corporate
Advisory department)
(Joint Financial Adviser to Prospect)
Ryo Kamisaku
Eiichi Igarashi |
Tel: +81 (0) 3 3284 1655 |
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.