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 Court
Meeting |
Number of Scheme
Shares voted |
Percentage of Scheme
Shares voted |
Number of Scheme
Shareholders who voted |
Percentage of Scheme
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 Votes |
%
Votes |
No. of
Votes |
%
Votes |
No. of Votes |
No. of Votes |
A special 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 |
81,329,718 |
88.06 |
Nil |
Nil |
81,329,718 |
Nil |
Ordinary
resolutions |
No. of Votes |
%
Votes |
No. of
Votes |
%
Votes |
No. of Votes |
No. of Votes |
An ordinary resolution
to approve the adoption of the Sales Policy, the Sales Request
Policy and the Termination Sales Policy |
81,329,718 |
88.06 |
Nil |
Nil |
81,329,718 |
Nil |
An ordinary 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 |
81,329,718 |
88.06 |
Nil |
Nil |
81,329,718 |
Nil |
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)
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)
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 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
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 |
10.30 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 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(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. |