TIDMAJG 
 
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 
 
Publication of a circular in relation to the recommended proposals for the 
voluntary winding up of the Company and combination with Nippon Active Value 
Fund plc 
 
12 September 2023 
 
The Board of Atlantis Japan Growth Fund Limited announces that it has today 
published a shareholder circular (the "Circular") setting out proposals for the 
reconstruction and voluntary winding-up of the Company. 
 
Introduction 
 
On 11 August 2023, the Board announced that it had agreed heads of terms with 
Nippon Active Value Fund plc ("NAVF") in respect of a proposed merger of the 
Company with NAVF to be effected by way of a scheme of reconstruction pursuant 
to article 134.3 of the Articles and voluntary winding up of the Company under 
Section 391(1)(b) of the Companies (Guernsey) Law, 2008, (the "Scheme") and the 
issue of New NAVF Shares to Shareholders who elect, or are deemed to have 
elected, to roll over their investments in the Company into NAVF (the 
"Proposals"). The background and rationale to the Proposals is set out below. 
 
The Proposals, which are conditional upon, amongst other things, the approval of 
Shareholders at the Extraordinary General Meeting, comprise a voluntary winding 
up and a scheme of reconstruction of the Company under which Shareholders will 
be entitled to elect to receive in respect of some or all of their Shares: 
 
a)      New NAVF Shares (the "Rollover Option"); and/or 
 
b)      cash (subject to an overall limit of 25 per cent. of the Ordinary Shares 
in issue) (the "Cash Option"). 
 
The default option under the Scheme is for eligible Shareholders to receive New 
NAVF Shares meaning that Shareholders who, in respect of all or part of their 
holding of Shares, do not make a valid Election or who do not make an Election 
at all under the Scheme will be deemed to have elected for New NAVF Shares in 
respect of such holding. 
 
In order to effect the Scheme, Shareholder approval is required. Shareholder 
approval is sought at the Extraordinary General Meeting to approve and authorise 
the implementation of the Scheme by the Liquidators, once appointed, and place 
the Company into voluntary winding up. Further details of the Scheme Resolutions 
to be proposed at the Extraordinary General Meeting are provided below. 
 
The Board considers the Proposals to be in the best interests of Shareholders as 
a whole and recommends that Shareholders vote in favour of the Resolutions 
required to implement the Proposals at the Extraordinary General Meeting. 
 
Background to and Rationale for the Proposal 
 
The Proposals follow an active review by the Board of the options to address the 
relative small size of the Company, recent poor performance and the discount at 
which the Ordinary Shares trade to their net asset value. The Board considers 
that NAVF's strategy of taking advantage of the ongoing reforms and improvements 
in corporate governance to invest in undervalued Japanese listed companies, 
particularly cash-rich smaller Japanese companies, where NAVF has performed 
strongly, and actively engage with them to deliver returns for shareholders, is 
an attractive strategy. The Proposals provide Shareholders with the opportunity 
to continue with attractive ongoing exposure to Japanese equities in a larger 
continuing investment trust structure with improved liquidity, alongside an 
option to elect for a cash exit, at a modest discount to NAV in respect of at 
least 25 per cent. of their holdings. The combination, if completed, will be 
implemented through a scheme of reconstruction under article 134.3 of the 
Articles and section 391(1)(b) of the Companies (Guernsey) Law, 2008, resulting 
in the reconstruction and voluntary winding up of the Company. 
 
Subject to the adoption of the New NAVF Investment Policy, NAVF's investment 
objective is to provide its shareholders with attractive long-term capital 
growth primarily through the active management of a focused portfolio of quoted 
companies that have the majority of their operations in, or revenue derived 
from, Japan, or a majority of whose consolidated net assets are held in Japan, 
or that are included in the TOPIX, and that have been identified by NAVF's 
investment adviser, Rising Sun Management Limited ("Rising Sun") as being 
undervalued. 
 
The Board and its advisers concluded that the Scheme will offer Shareholders the 
best way to continue their investment in a closed-ended investment vehicle with 
exposure to the attractive fundamental drivers operating in the Japanese market, 
but in a vehicle which has delivered top ranking performance and which has a 
much better rating than the Company whose Ordinary Shares have traded at a 
persistently wide discount to net asset value historically.  The Proposals also 
allow Shareholders the opportunity for a partial cash exit at formula asset 
value ("FAV") (less a 2 per cent. discount to the AJG FAV per Share). 
Conditional upon the Scheme becoming effective, the Proposals would result in 
those assets in the Company which are to be transferred to NAVF pursuant to the 
Scheme forming part of NAVF's portfolio. 
 
As Shareholders will be aware from the 2022 annual report, the Board announced 
at the 2019 Annual General Meeting ("AGM") that a continuation vote will be 
called every fourth year. Accordingly, the next continuation vote is due to be 
held at the 2023 AGM. As noted in our announcement of 11 August 2023, the 
Extraordinary General Meeting required to implement the Proposals will be held 
before the planned AGM, such that (assuming the Proposals are approved at the 
EGM) the Company will be in liquidation by the date of the planned AGM, and the 
AGM may therefore be adjourned sine die. If the Proposals are not approved, the 
AGM will be held as planned and the continuation vote will be voted upon at the 
AGM. As noted below, if the winding up does not go ahead, the Board will in any 
case reassess the options available to the Company. 
 
Benefits of the Proposals 
 
The Directors believe that the Proposals will have the following benefits for 
Shareholders: 
 
a)      NAVF active management - Shareholders may roll their investment in the 
Company into NAVF, therefore allowing exposure to NAVF's active management 
approach. The Board believes that NAVF's approach is differentiated from many of 
its peers, focuses on unlocking value in cash-rich small and mid-cap Japanese 
companies and is well aligned with recent developments in Japanese corporate 
governance and with its structure as a listed UK investment trust. 
 
b)      Cost contribution - Rising Sun, the investment manager of NAVF, has 
demonstrated its conviction in the combined fund by offering to underwrite the 
Company's current estimated costs of the proposed merger up to £800,000 
including advisory and termination fees and associated VAT (the "Rising Sun 
Contribution"). The current estimate of costs associated with the Proposals is 
approximately £700,000 and therefore it is likely that the Company will not bear 
any of the costs of the Proposals. 
 
c)       Injection of capital - The Proposals, together with the AJIT 
Combination, will result in an inflow of capital into NAVF which can be deployed 
at an advantageous time in the cycle, when recent government reforms support, 
more than ever in the Board's view, NAVF's strategy of finding undervalued 
Japanese listed companies and actively engaging with them to deliver improved 
returns for shareholders. 
 
d)      Increase in scale, spread of costs - The combination with NAVF is 
expected to improve the enlarged fund's liquidity for all shareholders as well 
as spreading the fixed costs of NAVF, as the continuing entity, over a larger 
pool of assets. As at the Latest Practicable Date (being prior to the 
enlargement of NAVF through the Proposals and the AJIT Combination), the net 
asset value of the Company was £76.8 million and the net asset value of NAVF was 
£168.0 million. 
 
e)      Uplift in market value - The Proposals also have the potential to 
deliver an uplift in the market value of a Shareholder's investment due to the 
narrower discount to net asset value at which the NAVF Shares might reasonably 
be expected to trade over the longer term. 
 
f)        Opportunity for substantial cash exit - The Proposals include a cash 
exit opportunity of up to 25 per cent. of the Company's Ordinary Shares in 
issue, providing Shareholders with the ability to realise part (or potentially 
all) of their investment at a 2 per cent. discount to the AJG FAV per Share, 
which is at a tighter level than the current discount to net asset value. 
 
g)      Premium segment, main market listing - In connection with (but prior to 
completion of) the Scheme and the proposed combination of abrdn Japan Investment 
Trust plc and NAVF ("AJIT Combination"), NAVF is proposing to migrate from the 
Specialist Fund Segment of the Main Market of the London Stock Exchange to a 
premium listing on the Main Market of the London Stock Exchange, which is 
expected to improve the access of retail investors to the enlarged fund and 
therefore potentially improve its share rating and liquidity. The Scheme is 
conditional on the Migration but not the AJIT Combination. 
 
NAVF 
 
Shareholders who elect (or are deemed to elect) for the Rollover Option will be 
electing to receive New NAVF Shares. 
 
NAVF seeks to achieve its investment objective by taking advantage of the 
corporate governance reforms in Japan and utilising the increased focus on good 
corporate governance to engage with management teams, unlock value and encourage 
investee companies to improve returns to their shareholders. 
 
Further details on NAVF and its investment strategy are set out in Part 5 of the 
Circular and in the NAVF Prospectus published on 1 September 2023. 
 
It is expected that Noel Lamb, currently the Chairman of the Company, will join 
the NAVF Board on completion of the Scheme. 
 
Conditions of the Proposal 
 
At a general meeting of NAVF to be held on 20 September 2023, the required 
allotment and disapplication authorities will be sought, as well as NAVF 
Shareholder approval for a revised investment policy in connection with the 
Migration. 
 
Implementation of the Proposals is subject to a number of conditions, including: 
 
a)      admission of the existing NAVF Shares to the FCA's Official List and to 
trading on the Premium Segment of the Main Market pursuant to the Migration; 
 
b)      the recommendation of the boards of the Company and NAVF, to proceed 
with the Proposals which may be withdrawn at any time (including, without limit, 
for material adverse change reasons); 
 
c)       the NAVF Share Allotment Authorities relating, inter alia, to the 
Scheme being approved by NAVF Shareholders and not having been revoked or 
superseded; 
 
d)      passing of the Resolutions to be proposed at the Extraordinary General 
Meeting or any adjournment thereof and upon any conditions of such Resolutions 
being fulfilled; and 
 
e)      admission of the New NAVF Shares to the FCA's Official List and to 
trading on the Premium Segment of the Main Market of the LSE. 
 
Any condition may, subject to compliance with legal requirements, be waived with 
the mutual agreement of each of the Company, NAVF and Rising Sun at any time up 
to completion of the Scheme. 
 
If any condition is not satisfied (or waived), the Proposals will not become 
effective, the Company will not proceed with the winding-up and instead will 
continue in existence. Shareholders of the Company will bear any abort costs 
incurred if the Proposals do not become effective. In these circumstances, the 
Directors will reassess the options available to the Company at that time. 
 
Cost of Implementing the Scheme 
 
The costs of the Scheme payable by the Company are expected to be approximately 
£700,000 which, for the purposes of this calculation, is assumed to be 
irrecoverable where applicable. Rising Sun has agreed to pay the Company's costs 
of the Scheme up to £800,000, and therefore it is likely that the Company will 
not bear any of the costs of the Scheme. To the extent that the Company's costs 
of the Scheme are above £800,000, the Company will bear these costs. 
 
The estimate of the Company's costs excludes the Liquidators' retention to cover 
unknown liabilities (estimated at £100,000) and does not take account of any 
dealing costs which will be incurred by the Company in disposing of assets in 
order to fund the Cash Option and fund the Liquidation Pool. 
 
Except for these purposes, it is expected that the Company will not liquidate 
its portfolio but will remain invested in accordance with its published 
investment policy and will largely transfer its portfolio to NAVF in specie 
rather than as cash or cash equivalents. This structure has been agreed to 
protect the investment trust status of the Company, to avoid unnecessary dealing 
costs in connection with the disposal of the Company's portfolio and to avoid 
unnecessary periods when Shareholders funds are not invested in the Japanese 
market in accordance with the Company's investment policy. 
 
Although there are not expected to be any costs incurred in connection with the 
realignment of the portfolio in respect of the Rollover Pool, there may be 
dealing costs incurred by NAVF following the completion of the Scheme to the 
extent that NAVF disposes of the Company's existing portfolio and redeploys into 
activist opportunities. 
 
In the event that the Scheme does not proceed then each party will bear their 
own costs in connection with the Proposals. 
 
The Liquidators' retention is estimated at £100,000 and will be retained by the 
Liquidators to meet any unknown or unascertained liabilities of the Company. To 
the extent that some or all of the Liquidators' retention remains when the 
Liquidators decide to close the liquidation, this will be returned to 
Shareholders that were on the Register as at the Record Date. 
 
Entitlements under the Scheme 
 
Under the Scheme, each Shareholder on the Register on the Record Date may elect 
to receive: 
 
a)      such number of New NAVF Shares as have a value equal to the proportion 
of the Rollover Pool attributable to the number of Ordinary Shares so elected, 
for the Rollover Option; or 
 
b)      subject to an overall 25 per cent. cap on such Elections (in aggregate), 
an amount of cash equal to the Cash Pool NAV per Share multiplied by the number 
of Ordinary Shares so elected, being the Cash Option. 
 
Shareholders can make different Elections in respect of different parts of their 
holdings. 
 
The default option under the Scheme is to receive New NAVF Shares, meaning that 
eligible Shareholders who, in respect of all or part of their holding of 
Ordinary Shares, do not make a valid Election, or who do not make an Election, 
will be deemed to have elected for New NAVF Shares in respect of such holding. 
 
After allocating cash and other assets to the Liquidation Pool to meet all known 
and unknown liabilities of the Company and other contingencies, there shall be 
appropriated to the Cash Pool and the Rollover Pool the remaining assets of the 
Company in the manner described in paragraph 3.3 in Part 3 of this document. 
Such appropriation includes the application of a discount of 2 per cent. to the 
AJG FAV per Share in relation to those Ordinary Shares in respect of which 
Shareholders have elected to receive cash. The value arising from the 
application of the Cash Option Discount shall be allocated to the Rollover Pool 
for the benefit of Shareholders electing, or deemed to have elected for, the 
Rollover Option. In the week commencing 16 October 2023, it is expected that the 
Liquidators shall distribute to Shareholders who have elected for the Cash 
Option their Cash Entitlements, being rounded down to the nearest penny. 
 
For illustrative purposes only, had the Calculation Date been 5.00 p.m. on the 
Latest Practicable Date, after deduction of the Dividend and assuming that the 
maximum amount is elected for the Cash Option, the AJG FAV per Share would have 
been 189.22 pence and the NAVF FAV per Share would have been 148.24 pence which, 
for the Rollover Option, would have produced a conversion ratio of 1.28, meaning 
for every Share held in AJG, 1.28 New NAVF Shares would be issued to 
Shareholders who elected for the Rollover Option under the Scheme and, in 
aggregate, 38,987,891 New NAVF Shares would have been issued to Shareholders who 
elected for the Rollover Option under the Scheme. 
 
The above figures are for illustrative purposes only and do not represent 
forecasts.  The AJG FAV per Share and NAVF FAV per Share and Shareholders' 
entitlements under the Proposals may materially change up to the Calculation 
Date as a result of, inter alia, changes in the value of investments. 
 
Scaling back of Elections for the Cash Option 
 
The maximum number of Ordinary Shares (in aggregate) that can be elected for the 
Cash Option is 25 per cent. of the total number of Ordinary Shares in issue 
(excluding Ordinary Shares held in treasury) as at the Calculation Date. Each 
Shareholder who validly elects to receive the Cash Option in respect of up to 25 
per cent. of their individual holding of Ordinary Shares as at the Calculation 
Date, rounded down to the nearest whole share, will receive the full amount of 
cash for which they have elected (the "Basic Entitlement"). Shareholders are 
also entitled to elect to receive cash in respect of more than 25 per cent. of 
their individual holdings of Ordinary Shares (such excess amount being an 
"Excess Application"). However, if aggregate Elections are made for the Cash 
Option which exceed 25 per cent. of the issued Ordinary Shares (excluding 
Ordinary Shares held in treasury) as at the Calculation Date, Shareholders who 
have made an Election for the Cash Option in excess of their Basic Entitlement 
will have their Excess Applications scaled back in a manner which is, as near as 
practicable, pro rata to the number of Ordinary Shares elected under such Excess 
Applications. Ordinary Shares which are subject to such scaling back will be 
deemed to have elected for the Rollover Option. 
 
Dividends 
 
The Company has declared a Dividend, in respect of the financial quarter ended 
31 July 2023, of 1.96p per Ordinary Share with a record date of 25 August 2023 
which will be paid on 29 September 2023. 
 
It is not anticipated that any further dividends will be paid by the Company in 
relation to the current financial period or for the period up to the liquidation 
of the Company. 
 
Shareholder Meeting 
 
The implementation of the Proposals will require a general meeting of the 
Company. The notice convening the Extraordinary General Meeting (to be held at 
3.00 p.m. on 10 October 2023) is set out in the Circular. 
 
The Resolutions to be considered at the Extraordinary General Meeting will, if 
passed, approve the terms of the Scheme and associated amendments to the 
Company's Articles set out in Part 3 of the Circular, place the Company into 
liquidation, appoint the Liquidators, agree the basis of their remuneration, 
authorise the Liquidators to enter into and give effect to the Transfer 
Agreement with NAVF to renounce New NAVF Shares in favour of Shareholders in 
accordance with the Scheme and authorise the Liquidators to apply to cancel the 
listing of the Ordinary Shares with effect from such date as the Liquidators may 
determine. 
 
Each Resolution to be proposed either as a special resolution or an 
extraordinary resolution will require at least 75 per cent. of the votes cast in 
respect of it to be voted in favour, whether in person or by proxy, in order for 
it to be passed. 
 
If relevant, the Company will notify Shareholders of any changes to the proposed 
format for the Extraordinary General Meeting as soon as possible via a 
Regulatory Information Service and its website. 
 
Recommendation and Voting Intentions 
 
The Board considers the Proposals and the Resolutions to be proposed at the 
Extraordinary General Meeting to be in the best interests of Shareholders as a 
whole. 
 
Accordingly, the Board unanimously recommends Shareholders to vote in favour of 
the Resolutions, as the Directors intend to do in respect of their own 
beneficial holdings, which total 170,000 Ordinary Shares (representing 0.42 per 
cent. of the Company's total voting rights) as at 11 September 2023. The 
Directors who hold Ordinary Shares (being Noel Lamb, Philip Ehrmann, Richard 
Pavry and Michael Moule) intend to roll over their entire beneficial holdings of 
Ordinary Shares into New NAVF Shares. 
 
Expected Timetable 
 
                               2023 
Ex dividend date for the       24 August 
Dividend 
Record date for the Dividend   25 August 
Dividend paid to Shareholders  29 September 
Latest time and date for       1.00 p.m. on 5 October 
receipt of Forms of Election 
and TTE instructions from 
Shareholders wishing to elect 
for the Cash Option 
Calculation Date               5.00 p.m. on 5 October 
Record Date for entitlements   6.00 p.m. on 5 October 
under the Scheme 
Latest time and date for       3.00 p.m. on 6 October 
receipt of Forms of Proxy and 
CREST voting instructions 
from Shareholders for the 
Extraordinary General Meeting 
Ordinary Shares disabled in    close of business on 6 October 
CREST 
Trading in Ordinary Shares     7.30 a.m. on 10 October 
suspended 
Extraordinary General Meeting  3.00 p.m. on 10 October 
Reclassification of Ordinary   10 October 
Shares 
Appointment of Liquidators     10 October 
Effective Date for             10 October 
implementation of the Scheme 
Announcement of the results    10 October 
of Elections, the AJG FAV per 
Share, the Cash Pool NAV per 
Share and the NAVF FAV per 
Share 
CREST accounts credited with,  8.00 a.m. on 11 October 
and dealings commence in, New 
NAVF Shares 
Certificates despatched in     week commencing 16 October 
respect of New NAVF Shares 
during or as soon as 
practicable after 
Cheques despatched to          week commencing 16 October 
Shareholders who elect for 
the Cash Option in accordance 
with their entitlements and 
CREST accounts credited with 
cash 
Cancellation of listing of     as soon as practicable after the Effective Date 
Reclassified Shares 
 
Note: All references to time in this document are to UK time. Each of the times 
and dates in the above expected timetable (other than in relation to the 
Extraordinary General Meeting) may be extended or brought forward. If any of the 
above times and/or dates change, the revised time(s) and/or date(s) will be 
notified to Shareholders by an announcement through a Regulatory Information 
Service. 
 
A copy of the Circularhas been submitted to the National Storage Mechanism and 
will shortly be available for inspection 
athttps://data.fca.org.uk/#/nsm/nationalstoragemechanism. The Circular will also 
shortly be available on the Company's website at www.atlantisjapangrowthfund.com 
where further information on the Company can also be found. 
 
Capitalised terms used but not defined in this announcement will have the same 
meaning as set out in the Circular dated 12 September 2023. 
 
For further information please contact: 
 
Enquiries: 
 
Company Secretary 
 
Hannah Hayward 
Northern Trust International Fund Administration Services (Guernsey) Limited 
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. 
 
 
This information was brought to you by Cision http://news.cision.com 
 
 
END 
 
 

(END) Dow Jones Newswires

September 12, 2023 02:00 ET (06:00 GMT)

Atlantis Japan Growth Fu... (LSE:AJG)
Historical Stock Chart
From Feb 2024 to Mar 2024 Click Here for more Atlantis Japan Growth Fu... Charts.
Atlantis Japan Growth Fu... (LSE:AJG)
Historical Stock Chart
From Mar 2023 to Mar 2024 Click Here for more Atlantis Japan Growth Fu... Charts.