TIDMPJF
RNS Number : 2002H
Prospect Co., Ltd.
06 June 2017
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
6 June 2017
RECOMMED ALL-SHARE OFFER
for
THE PROSPECT JAPAN FUND LIMITED
by
PROSPECT CO., LTD.
LETTER OF INTENT FROM SMITH & WILLIAMSON INVESTMENT SERVICES
LIMITED
Further to the announcement by Prospect Co., Ltd. ("Prospect")
released on 31 May 2017 in relation to the recommended all-share
Offer for The Prospect Japan Fund Limited (the "Announcement"),
Prospect is pleased to announce that it has received an additional
letter of intent, from Smith & Williamson Investment Services
Limited ("Smith & Williamson") (the "Smith & Williamson
LoI").
Smith & Williamson has confirmed that it is their current
intention to vote or procure the vote in favour of the resolutions
to be proposed at the TPJF General Meeting and the Court Meeting
(or, if applicable, to accept a takeover offer) in respect of their
discretionary holdings of 1,752,564 TPJF Shares, representing
approximately 1.90 per cent. of TPJF's existing issued share
capital.
The Smith & Williamson LoI is available for viewing at
www.prospectjapanfund.com.
Accordingly, Prospect has now received letters of intent to vote
or procure the vote in favour of the resolutions to be proposed at
the TPJF General Meeting and the Court Meeting (or, if applicable,
to accept a takeover offer) in respect of, in aggregate, 72,197,452
TPJF Shares, representing approximately 78.18 per cent. of TPJF's
existing issued share capital.
Capitalised terms used in this announcement have the meaning
given to them in the Announcement.
Enquiries:
Prospect Co., Ltd.
Curtis Freeze, President Tel: +1 808 383 3833
The Prospect Japan Fund Limited
John Hawkins, Non-Executive Chairman Tel: +44 (0)1481 745
918
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)
Ryo Kamisaku
Eiichi Igarashi
Stockdale Securities Limited
(Financial Adviser to TPJF) Tel: +44 (0) 20 7601
Daniel Harris 6100
David Coaten
Important Notices
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.
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.
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.
The Offer will be made solely pursuant to the disclosures and
information contained in the Scheme Document which, together with
the Forms of Proxy, will contain the full terms and conditions of
the Offer, including details of how TPJF Shareholders may vote at
the Meetings in respect of the Offer.
TPJF will prepare the Scheme Document to be distributed to TPJF
Shareholders (with input from Prospect, including with respect to
information about the New Prospect Shares and the Combined Group).
TPJF urges TPJF Shareholders to read the Scheme Document when it
becomes available because it will contain important information in
relation to the Offer, the New Prospect Shares and the Combined
Group. Any vote in respect of the Scheme or other response in
relation to the Offer should be made only on the basis of the
information contained in the Scheme Document.
This announcement does not constitute a prospectus or prospectus
equivalent document.
If you are in any doubt about the contents of this announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor, accountant or other independent financial
adviser duly authorised under the Financial Services and Markets
Act 2000 (as amended) if you are resident in the United Kingdom or,
if not, from another appropriately authorised independent financial
adviser.
Dealing and Opening Position Disclosure requirements of the
Code
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. or more of any class of relevant securities of the
offeree company or of any securities exchange offeror (being any
offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement
of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified. An
Opening Position Disclosure must contain details of the person's
interests and short positions in, and rights to subscribe for, any
relevant securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 p.m. (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 p.m. (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange
offeror(s), save to the extent that these details have previously
been disclosed under Rule 8. A Dealing Disclosure by a person to
whom Rule 8.3(b) applies must be made by no later than 3.30 p.m.
(London time) on the business day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of the offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication on website and availability of hard copies
This announcement will be 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) today.
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.
You 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. 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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