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

28 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)

being implemented by means of a scheme of arrangement
under Part VIII of the Companies (Guernsey) Law, 2008

Delisting and cancellation of trading of Ordinary Shares
 

Further to the announcement made by the independent directors of The Prospect Japan Fund Limited (“TPJF” or the “Company”) and the board of directors of Prospect Co., Ltd. (“Prospect”) on 31 May 2017, TPJF today announces that, following an application by TPJF, the UK Listing Authority has cancelled the listing of TPJF Shares on the Official List and the London Stock Exchange has cancelled the trading of TPJF Shares on the London Stock Exchange's Main Market for listed securities, in each case with effect from 8.00 a.m. (London time) today, 28 July 2017.

Capitalised terms used but not otherwise defined in this announcement (the “Announcement”) have the meanings given to them in the scheme document dated 27 June 2017 in relation to the recommended share for share exchange offer for the entire issued and to be issued share capital of TPJF by Prospect (the “Offer”). The Offer has been implemented by way of a court-sanctioned scheme of arrangement between TPJF and the Company’s Scheme Shareholders under Part VIII of the Companies Law.

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. 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. In particular, 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 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.

Time

All times shown in this Announcement are London times, unless otherwise stated.