This
announcement and the information contained in it are not for
release, publication or distribution, directly or indirectly, in
whole or in part, in or into any member state of the European
Economic Area, the United States,
Australia, Canada, Japan
or the Republic of South Africa or
any jurisdiction for which the same could be unlawful.
ATLANTIS
JAPAN GROWTH FUND
LIMITED
(“AJGF”
or the “Company”)
(A
closed-ended investment company incorporated in Guernsey with
registration number 30709)
LEI:
54930041W0LDG00PGL69
Transaction Agreement and Publication of NAVF
Prospectus
01 September 2023
Further to
the Company’s announcement on 11 August
2023, in which the Company announced that heads of terms had
been agreed for a proposed combination of the assets of the Company
with the assets of Nippon Active Value Fund plc
("NAVF")
by way of a Section 391(1)(b) Scheme (the "Proposal"),
the Board is pleased to announce that the Company has progressed
the Proposal by today entering into a transaction agreement with
NAVF agreeing to the detailed terms and mechanics of the Proposal
(the “Transaction
Agreement”).
The
Company notes the prospectus published by NAVF today in connection
with the Proposal (the "NAVF
Prospectus"). The
Company will publish a shareholder circular by 15 September 2023, which will provide details of
the Proposal and convene an extraordinary general meeting for AJGF
shareholders.
Pursuant
to the Transaction Agreement, the Company has undertaken to use all
reasonable endeavours to implement the Section 391(1)(b) Scheme in
accordance with, and subject to, the terms set out in Part 12 of
the NAVF Prospectus.
In
particular, the Company has agreed, subject only to receipt of the
relevant tax clearances, to use all reasonable endeavours to post
the requisite documents (including a shareholder circular) to AJGF
shareholders by 15 September 2023 and
to use all reasonable endeavours to convene the requisite
shareholder meetings to enable the Section 391(1)(b) Scheme to
become effective on or before 31 October
2023. The Company has also undertaken that, until the
Section 391(1)(b) Scheme becomes effective (or until termination of
the Transaction Agreement), it will not carry on business other
than in the ordinary course or carry out certain other activities
that could frustrate the Proposal.
The
obligations of the parties to implement the Section 391(1)(b)
Scheme under the Transaction Agreement are subject to the
satisfaction (or waiver) of the conditions to the scheme set out in
Part 12 of the NAVF Prospectus and receipt by the Company of the
relevant tax clearances. The Transaction Agreement may be
terminated at any time prior to the effective date of the Section
391(1)(b) Scheme by the express written consent of the parties and
on the occurrence of certain events, including any condition to the
scheme that is incapable of waiver not being satisfied or becoming
incapable of satisfaction.
If the
Proposal is implemented, in order to provide continuity for AJGF
shareholders, it is intended that Noel
Lamb will join the NAVF board as a non-executive director
with effect from completion of the Section 391(1)(b)
Scheme.
The NAVF
prospectus includes further details of the Proposal, NAVF and the
proposed combination of abrdn Japan Investment Trust plc and NAVF
(the "AJIT
Combination") and
will be available on NAVF’s website (www.nipponactivevaluefund.com).
Implementation of the Proposal is subject to the approval, inter
alia, of the Company's shareholders as well as regulatory and tax
approvals and approval by the shareholders of NAVF. The Proposal is
not conditional on implementation of the AJIT
Combination.
Capitalised
terms used, but not defined, in this announcement shall have the
meaning given thereto in the announcement published by the Company
on 11 August 2023.
For
further information please contact:
Enquiries:
Company Secretary
Northern
Trust International Fund Administration Services (Guernsey)
Limited
Hannah Hayward
Email: HH61@ntrs.com
Tel:
+44 (0)
1481 745 417
Corporate Broker
Singer
Capital Markets
Robert Peel, Alaina
Wong (Investment
Banking)
James Waterlow (Sales)
Tel:
+44 (0) 20 7496 3000
Important
Information
This
announcement contains statements about the Company that are or may
be deemed to be forward looking statements. Without limitation, any
statements preceded or followed by or that includes the words
"targets", "plans", "believes", "expects", "aims", "intends",
"will", "may", "anticipates", "estimates", "projects" or words or
terms of similar substance of the negative thereof, may be forward
looking statements.
These
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 statement. Due to such
uncertainties and risks, readers should not rely on such forward
looking statements, which speak only as of the date of this
announcement, except as required by applicable law.
The
distribution of this announcement in jurisdictions outside the
United Kingdom may be restricted
by law and therefore persons into whose possession this
announcement comes should inform themselves about, and observe,
such restrictions. Any failure to comply with the restrictions may
constitute a violation of the securities laws of such
jurisdictions.