PJF Prospect Japan

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:

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:

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:

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.