TIDMNAVF TIDMAJIA TIDMAJG
RNS Number : 6769P
Nippon Active Value Fund PLC
10 October 2023
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
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COULD BE UNLAWFUL.
The information communicated in this announcement is deemed to
constitute inside information as stipulated under the UK Version of
Market Abuse Regulation (EU) No. 596/2014 (as incorporated into UK
Law by virtue of the European Union (Withdrawal) Act 2018, and as
subsequently amended ("MAR")). Upon the publication of this
announcement, this information is considered to be in the public
domain.
10 October 2023
Nippon Active Value Fund plc ("NAVF" or the "Company")
LEI: 213800JOFEGZJYS21P75
Completion of AJIT Scheme and AJG Scheme and Issue of New
Shares
Further to the announcements on 1 September 2023 and 12
September 2023 of the proposed rollover of assets into the Company
from abrdn Japan Investment Trust plc ("AJIT") and Atlantis Japan
Growth Fund Limited ("AJG"), the Company announces that the schemes
of reconstruction of AJIT and AJG (respectively the "AJIT Scheme"
and the "AJG Scheme", and together the "Schemes") have today been
approved by their respective shareholders. As a result, in total
the Company will acquire approximately GBP118.4 million of net
assets pursuant to the Schemes resulting in the Company now having
total net assets of approximately GBP293.8 million.
AJIT Scheme
As a result of the AJIT Scheme, the Company will acquire
approximately GBP61.6 million of net assets from AJIT in
consideration for the issue of 39,616,423 New Ordinary Shares in
the Company.
The number of New Ordinary Shares to be issued was calculated on
the basis of a FAV per Ordinary Share of 155.483788p and a FAV per
AJIT Share of 660.641809p resulting in a FAV:FAV ratio of 4.248943
calculated in accordance with the AJIT Circular dated 1 September
2023.
AJG Scheme
As a result of the AJG Scheme, the Company will acquire
approximately GBP56.8 million of net assets from AJG in
consideration for the issue of 36,503,848 New Ordinary Shares in
the Company.
The number of New Ordinary Shares to be issued was calculated on
the basis of a FAV per Ordinary Share of 155.562426p and a FAV per
AJG Share of 185.913866p resulting in a FAV:FAV ratio of 1.195108
calculated in accordance with the AJG Circular dated 12 September
2023.
Appointment of New Directors
In connection with the completion of the respective Schemes, and
further to the Company announcement dated 1 September 2023, the
Board of the Company is also pleased to confirm the appointments of
two new directors, Claire Boyle and Noel Lamb, with effect from
today. Claire joins from the board of AJIT and Noel joins from the
board of AJG. Their respective directorships of AJIT and AJG ceased
today upon the appointments of the liquidators of AJIT and AJG in
connection with the Schemes.
Claire Boyle
Claire Boyle acted as an independent non-executive director of
AJIT from 1 February 2019 to today and served as Chair of the Audit
and Risk Committee from October of 2019. She is currently the Chair
of Life Science REIT plc, a non-executive director and Chair of the
Audit and Risk Committee of Fidelity Special Values plc and a
non-executive director of The Monks Investment Trust PLC.
Claire is a Fellow of the Institute of Chartered Accountants in
England and Wales, qualifying in 1993 whilst working in litigation
support at Coopers & Lybrand. She has over 17 years' experience
working in finance and equity investment management, working on
funds over a wide range of sectors for international corporate,
Government, State and retail clients, including unit and investment
trusts. She started her investment career on the UK research desk
at Robert Fleming, was a partner at Oxburgh Partners LLP with
responsibility for their European Equity Hedge Fund, and prior to
that a European Equity Fund Manager at American Express Asset
Management, where her role included both equity investment and
business development.
Noel Lamb
Noel Lamb served on the board of AJG from 1 February 2011 to
today and served as Chairman from 1 May 2014. He graduated from
Exeter College, Oxford and is a barrister-at-law. He joined Lazard
Brothers & Co Limited in 1987 and from 1992 to 1997 he was the
managing director of Lazard Japan Asset Management where he was the
Japanese equities fund manager. In 1997, he moved to the Russell
Investment Group where he established the investment management
capability of the firm in London. In 2002, he was promoted to Chief
Investment Officer in North America where he managed assets of
US$150 billion until his departure in 2008. In 2020, he was
appointed as a director of Guinness Asset Management Funds and in
January 2022 as Chairman of Rockwood Strategic plc.
There are no other matters to disclose under LR 9.6.13 of the
FCA's Listing Rules in relation to these appointments.
Admission
Applications have been made for the 76,120,271 New Ordinary
Shares to be admitted to the Official List of the Financial Conduct
Authority and to trading on the premium segment of the main market
for listed securities of the London Stock Exchange (together,
"Admission"). Admission is expected to become effective, and
dealings in the New Ordinary Shares are expected to commence, at
8.00 a.m. on 11 October 2023. Following Admission, the New Ordinary
Shares will rank pari passu in all respects with the existing
Ordinary Shares.
Total Voting Rights
Following the implementation of the Schemes the Company will
have 189,141,704 Ordinary Shares in issue. No Ordinary Shares are
held in treasury. The total number of Ordinary Shares with voting
rights in the Company will be 189,141,704 and this figure may be
used by Shareholders as the denominator for the calculations by
which they will determine if they are required to notify their
interest in, or a change to their interest in, the Company.
Commenting on the successful completion of the Schemes, Rosemary
Morgan, Chair of the Company, said:
"We are delighted to have had the support of both the AJIT and
the AJG shareholders and are pleased to welcome all new
shareholders to NAVF. The combined merger, which has resulted in
the Company's net assets growing to approximately GBP294 million,
puts the company on an excellent footing for the future and will
facilitate the continued investment in an exciting pipeline of
opportunities in the Japanese market."
About NAVF
Nippon Active Value Fund plc ("NAVF") is an investment trust
listed on the Premium Segment of the London Stock Exchange's Main
Market. The investment advisor of the Company is Rising Sun
Management Limited. NAVF is targeting attractive levels of capital
growth for shareholders from the active management of a focused
portfolio of quoted small and mid-cap Japanese equity investments.
The investment advisor, Rising Sun Management Limited, targets
companies which are attractive, undervalued and have a substantial
proportion of their market capitalisation held in cash and/or
listed securities and/or realisable assets.
Capitalised terms used and not otherwise defined in this
announcement shall have the same meaning as in the Company circular
dated 1 September 2023.
Enquiries
Apex Listed Companies Services (UK) Ltd Sylvanus Cofie / Maria Matheou
(Company Secretary) Tel: +44 (0) 20 3327 9720
Berenberg Gillian Martin / Dan Gee-Summons / Natasha Ninkov
(Sponsor and Financial Adviser) Tel: +44 (0)20 3207 7800
Shore Capital Robert Finlay / Rose Ramsden / Angus Murphy (
Joint Corporate Broker ) Fiona Conroy (Corporate Broking)
Tel: +44 (0) 20 7408 4090
Peregrine Communications Bill McIntosh / Alex Gorokov / Emma Fraser
(Media Relations) Tel: +44 (0) 20 3178 6868
Ends
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