NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO
OR FROM AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR THE UNITED STATES OR ANY
OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION.
Atlantis Japan Growth Fund Limited
(the "Company" or "AJG")
Amendments to the Redemption Facility and Marketing
17 December 2014
Following the adoption of the embedded Subscription Right and in light of
shareholder feedback during that process, the Board has reviewed the operation
of the Company's share redemption facility. The Board of AJG believes the
operation of the Company's share redemption facility has potentially
disadvantaged some shareholders and is concerned whether it continues to be in
the best interests ofshareholders as a whole. A particular issue is the
increasing impact on the Company's total expense ratio. In dialogue with
several of the Company's significant shareholders similar views were
alsoexpressed to the Board. The Board has been lobbied to close the redemption
facility completely and has considered whether that would be in the best
interests of shareholders as a whole.
In response the Board has considered a number of ways in which the redemption
facility could be amended to address the points raised by shareholders.
Specifically the Board, together with its advisers, has considered, inter alia:
i. Cancelling the redemption facility in its entirety;
ii. Increasing the Exit Charge levied on shareholders redeeming shares from the
current 2% level;
iii. Restricting redemptions to 5% of an individual Shareholder's shareholding
at each Redemption Point; or
iv. A combination of one or more of the above.
Accordingly, the Board has decided that it is in the best interests of
shareholders as a whole to exercise its discretion to amend the operation of
the redemption facility, with effect from 31 March 2015 to:
a. Increase the Exit Charge payable on redemptions of up to 5% of a
Shareholder's entitlement under the Redemption Facility (the "Basic
Entitlement") to 4% from 2%; and
b. Shareholders will continue to be entitled to request the redemption of
Shares in excess of their Basic Entitlement to the extent that other
Shareholders redeem less than their Basic Entitlement or do not seek to
redeem their Shares at the relevant Redemption Point (an "Excess Request").
However, the Exit Charge on Excess Requests will be the rolling 90 day
average discount calculated in accordance with the Company's existing
discount control mechanism, subject to an Exit Charge cap of 10%.
All other terms of the redemption facility remain unaltered.
Marketing arrangements
The Board is keen to build on the recent adoption of the embedded Subscription
Right in an effort to increase the overall size of the Company. To that effect,
AIRC, the Company's Investment Adviser is expected to shortly enter into an
agreement with Aravis Partners, a specialist fund marketing companywith the aim
of increasing the Company's market profile. Moreover, other profile raising
efforts are actively under Board consideration and the Board expects to make a
further announcement in due course.
For further information, please contact:
CHAIRMAN:
Noel Lamb
Atlantis Japan Growth Fund Limited
020 7845 5950
FINANCIAL ADVISER:
William Marle
John Armstrong-Denby
Edmond de Rothschild Securities (UK) Limited
020 7845 5950
COMPANY SECRETARY
Andrew Maiden
Northern Trust International Fund Administration Services (Guernsey) Limited
01481 745 368
Disclaimer
This announcement is not intended to constitute, and should not be construed
as, investment advice. This announcement relating to the Company does not
constitute or form part of, and should not be construed as an offer or
invitation to sell or issue or any solicitation of any offer to subscribe for
any securities in the Company in any jurisdiction nor shall it, or any part of
it, or the fact of its distribution, form the basis of, or be relied on in
connection with or act as any inducement to enter into, any contract therefor.
Neither this announcement, nor any part of it nor anything contained or
referred to in it, nor the fact of its distribution, should form the basis of,
or be relied on in any connection with, or act as an inducement in relation to
a decision to purchase or subscribe for or enter into any contract or make any
other commitment whatsoever in relation to any such securities. This
announcement does not constitute a recommendation regarding the securities of
the Company.
Edmond de Rothschild Securities (UK) Limited, which is authorised and regulated
in the United Kingdom by the Financial Conduct Authority in the conduct of
investment business, is acting exclusively for the Company and for no one else
in connection with the proposals and will not be responsible to anyone other
than the Company for providing the protections afforded to clients of Edmond de
Rothschild Securities (UK) Limited or for providing advice in relation to the
proposals or any matter referred to in this document.
The Ordinary Shares have not been, nor will they be, registered under the US
Securities Act of 1933, as amended or with any securities regulatory authority
of any state or other jurisdiction of the United States or under the applicable
securities laws of Canada, Australia, the Republic of South Africa or Japan or
any other jurisdiction that is a member state of the European Economic Area
(other than the United Kingdom). Subject to certain exceptions, the Ordinary
Shares may not be offered or sold in the United States, Canada, Australia, the
Republic of South Africa, Japan, or any other jurisdiction that is a member
state of the European Economic Area (other than the United Kingdom) or to or
for the account or benefit of any national, resident or citizen of any member
state of the European Economic Area (other than the United Kingdom), Canada,
Australia, the Republic of South Africa, Japan or any person located in the
United States. The distribution of this announcement in other jurisdictions may
be restricted by law and the persons into whose possession this announcement
comes should inform themselves about, and observe, any such restrictions.