PJF Prospect Japan

 
TIDMPJF 
 
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 
 
27 July 2017 
 
                          RECOMMED 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) 
 
             being implemented by means of a scheme of arrangement 
             under Part VIII of the Companies (Guernsey) Law, 2008 
 
                    Scheme of arrangement becomes Effective 
 
 
The independent directors of The Prospect Japan Fund Limited ("TPJF" or the 
"Company") announce that the Court has today sanctioned the scheme of 
arrangement under Part VIII of the Companies Law (the "Scheme") 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"). 
 
An office copy of the Court Order sanctioning the Scheme was today delivered to 
the Guernsey Registry and, accordingly, the Scheme has now become Effective in 
accordance with its terms. 
 
Under the terms of the Scheme, Scheme Shareholders on the register at the 
Scheme Record Time, being 6.00 p.m. (London Time) on 26 July 2017 will receive 
2.5 New Prospect Shares for each Scheme Share held, subject to any adjustments 
for fractional entitlements. 
 
The latest date for the settlement and admission to trading of the New Prospect 
Shares due under the Scheme is 10 August 2017. 
 
Following an application by the Company to the London Stock Exchange, as was 
previously announced on 19 July 2017, the listing of, and trading in, TPJF 
Shares was suspended with effect from 7.30 a.m. (London time) this morning. 
 
Applications have also been made to the London Stock Exchange to cancel trading 
in TPJF Shares on its Main Market for listed securities and to the UK Listing 
Authority to cancel the listing of the TPJF Shares on the Official List. These 
cancellations are expected to take effect at 8.00 a.m. (London time) on 28 July 
2017. As a result of the Scheme becoming Effective, share certificates in 
respect of TPJF Shares will cease to be valid documents of title and 
entitlements to TPJF Shares held in uncertificated form in CREST are being 
cancelled. 
 
Forms of Settlement for New Prospect Shares 
 
In the Scheme Document, the latest time for lodging Forms of Settlement (White 
Form A or Green Form B) was stated to be 10.30 a.m. on 17 July 2017, which was 
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). 
 
Defined terms used but not defined in this announcement have the meanings set 
out in the Scheme Document dated 27 June 2017. 
 
 
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)                    Tel: +44 (0) 20 7601 6100 
Daniel Harris 
David Coaten 
 
Strand Hanson Limited 
(Joint Financial Adviser to Prospect)          Tel: +44 (0)207 409 3494 
Stuart Faulkner 
Matthew Chandler 
James Dance 
 
Mizuho Bank, Ltd. (Corporate Advisory 
department)                                    Tel: +81 (0) 3 3284 1655 
(Joint Financial Adviser to Prospect) 
Eiichi Igarashi 
 
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. This Announcement does not constitute a 
prospectus or prospectus equivalent document. 
 
Overseas jurisdictions 
 
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. 
 
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. 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, 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 has been 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 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. 
 
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. 
 
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 this website is not incorporated by 
reference and does 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. 
 
Time 
 
All times shown in this Announcement are London times, unless otherwise stated. 
 
 
 
END 
 

(END) Dow Jones Newswires

July 27, 2017 08:55 ET (12:55 GMT)

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