Publication of Circular

RNS Number : 1064X

Atlantis Japan Growth Fund Ld

30 November 2010

 



FOR IMMEDIATE RELEASE                                                                                30 November 2010

Atlantis Japan Growth Fund Limited ("AJG" or the "Company")

Proposal Redemption Facility, subdivision, redesignation and redenomination of shares, amendment to the memorandum and adoption of new articles

The Board of Atlantis Japan Growth Fund Limited ("AJG" or the "Company") announced a number of proposals on 18 October 2010 that are designed to increase liquidity in the Company's shares and to reduce the discount to NAV at which they trade (the "Proposals").

The Company has today posted a circular (the "Circular") to Shareholders which describes the Proposals in detail and convenes the EGM at which the resolutions necessary to give effect to the Proposals will be put to Shareholders.  The EGM will be held at 9.30 a.m. on 15 December 2010.

The Proposals

The key elements of the proposals are:

•     the rights of the Existing Ordinary Shares to be amended so as to allow Shareholders to request the redemption of part or all of their shareholding on a four monthly basis with the Board having discretion whether or not to accept Redemption Requests;

•     each Existing Ordinary Share to be sub-divided, redesignated and redenominated into ten New Ordinary Shares of no par value, denominated in Sterling;

•     the Company's share buyback powers to be renewed;

•     the introduction of new classes of C Shares which the Board may offer to new investors in the future in order to grow the Company;

•     the Board to be given authority to issue new Shares and to sell Shares from treasury, if demand so warrants;

•     the introduction of pre-emption rights on new issues of Shares and sales of Shares out of treasury; and

•     the Memorandum and Articles to be amended in order to implement the Proposals.

The first Redemption Point will be Monday, 28 February 2011. Shareholders should note that this will not be their only opportunity to apply for redemption of their holding in the Company. Subsequent opportunities will occur at four monthly intervals thereafter.

The Manager has agreed to reduce the annual investment management fee payable under the investment management agreement from 1.5 per cent. of the Net Asset Value per annum to 1 per cent. of the Net Asset Value per annum with effect from the first Redemption Point.

Reasons for and benefits of the proposals

The Directors believe that the Proposals will provide the following benefits to Shareholders:

•     ability for the Company to maintain its investment trust status, thereby continuing to provide a tax efficient means of maintaining exposure to the quoted Japanese smaller companies sector;

•     creation of a mechanism by which Shareholders may be able to dispose of some or all of their shareholding, should they wish to do so, which is not dependent on the market liquidity of the Shares;

•     addressing, through share redemptions and new issuance, market imbalances in the supply of, and demand for, the Shares;

•     minimising the discount at which the Shares trade compared to NAV per Share;

•     an uplift in NAV per Share for the Company and continuing Shareholders as a result of the Exit Charge applied to New Ordinary Shares that are redeemed;

•     a greater likelihood that the value of the Shares will reflect the prospects of the Company's investment strategy rather than the relative value compared with other investment companies in the sector; and

•     improved marketability of the Shares and the opportunity for inclusion in the UK national stock market indices.

In addition to the above benefits, the Manager has agreed that, as of the first Redemption Point, the management fee will be reduced from 1.5 per cent. to 1 per cent. of the Net Asset Value per annum.

Recommendation

The Directors, who have been advised by ING Corporate Finance, consider that the Proposals and the Resolutions to be proposed at the Extraordinary General Meeting are in the best interests of the Company and Shareholders as a whole. In providing advice to the Board, ING Corporate Finance has placed reliance on the Directors' commercial assessments.

The Directors unanimously recommend Shareholders to vote in favour of the special resolution to be proposed at the Extraordinary General Meeting.

Those Directors who hold Shares intend to vote in favour of the Resolutions in respect of their own beneficial and non-beneficial holdings of Shares (amounting in aggregate to 12,500 Existing Ordinary Shares, representing approximately 0.06 per cent. of the issued share capital of the Company as at the date of this announcement).

Expected Timetable of principle events

Latest time and date for receipt of Forms of Proxy	9.30 a.m. on Monday, 13 December 2010
EGM	9.30 a.m. on Wednesday, 15 December 2010
Effective Date	Wednesday, 15 December 2010
CREST accounts credited with  New Ordinary Shares	Thursday, 16 December 2010
Trading in the New Ordinary Shares commences	8:00 a.m. on Thursday, 16 December 2010
Share certificates despatched in respect of the New Ordinary Shares	within 10 Business Days of the Effective Date
First Redemption Point for New Ordinary Shares	Monday, 28 February 2011

Notes:

(1)        The times and dates set out in the Expected Timetable of Principal Events above and mentioned throughout this announcement may be adjusted by the Company.

(2)        All references to time in this announcement are references to London time.

Enquiries should be directed to:

Atlantis Japan Growth Fund Limited                                                              020 7222 0730

Timothy Guinness

Chairman

Atlantis Investment Management Limited                                                      020 7638 9192

Navin Khokhrai

Chief Financial Officer

ING Corporate Finance                                                                                    020 7767 1000

William Marle

John Armstrong-Denby

ING Corporate Finance is acting exclusively for the Company and no one else in relation to the matters described in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to clients of ING Corporate Finance or for giving advice in relation to this announcement or any transaction or arrangement referred to herein. ING Bank N.V., London Branch is authorised by the Dutch Central Bank and regulated by The Financial Services Authority for the conduct of business in the United Kingdom.

The following appendix to this announcement is extracted from the Circular without material alteration. Certain terms carry the meanings as defined in the Circular.

APPENDIX

Capital Reorganisation

The implementation of the Proposals will require the modification of the Company's capital structure for which Shareholder approval is required pursuant to the Companies Law. This is being sought at the EGM.

Subdivision, redesignation and redenomination of the Existing Ordinary Shares

In order to increase the marketability of the Shares, the Board proposes measures to make the Shares eligible for inclusion in the UK national stock market indices and to increase the number of Shares in the Company's capital in order to reduce the weight of the current share price relative to the Company's peer group.

To achieve the aims of reducing the weight of the current share price, the Board proposes to divide each Existing Ordinary Share into ten New Ordinary Shares. At present, each Existing Ordinary Share has a nominal value of US$0.01. However, in order to qualify for inclusion in the UK national stock market indices, the Board is advised that it would be necessary to convert the currency of the Shares into Sterling. Conversion of one-tenth of US$0.01 into Sterling will, in the opinion of the Board, give rise to an unnecessarily complicated nominal Sterling equivalent. Instead, the Board proposes to redesignate the Existing Ordinary Shares as shares with no par value.

If the Proposals are approved by Shareholders at the EGM, the result will be that, for each Existing Ordinary Share of US$0.01 each currently in issue, a Shareholder will instead hold ten New Ordinary Shares of no par value. The nominal value of the issued share capital at present shown separately in the balance sheet of the Company will cease to exist but an equivalent value will be retained in the Company's capital reserves.

If the Proposals are approved, trading in the New Ordinary Shares would commence on Thursday, 16 December 2010. The New Ordinary Shares have been provisionally allocated a new ISIN code GG00B61ND550. Shareholders who hold Shares in certificated form will be issued replacement share certificates which will be despatched within 10 Business Days of the Effective Date.

The subdivision, redesignation and redenomination will have no effect upon the aggregate NAV of each Shareholder's interest in the capital of the Company. The Proposals will, however, increase the number of Ordinary Shares in the Company that are in issue. This will impact upon the price per Ordinary Share quoted in the Official List of the London Stock Exchange. Initially at least, when the subdivision becomes effective, the price of a New Ordinary Share would be one-tenth of the price of each Existing Ordinary Share before the subdivision occurs. The Board believes that the increase in the number of Ordinary Shares in issue will assist the marketability of your Shares and this may have a beneficial impact upon the Share price.

Following the redenomination of the Company's share capital and the adoption of the New Articles, the Board is advised that, subject to the Company meeting liquidity requirements, the New Ordinary Shares would be expected to be eligible for inclusion in the UK national stock market indices. The Board believes that admission of the New Ordinary Shares to such indices will further improve the marketability of your Shares. In order to further aid qualification for such admission, the Board will procure that the price of the New Ordinary Shares will be quoted on the Official List of the London Stock Exchange in Sterling rather than in US Dollars as at present. The Company does not currently hedge its currency exposure.

The New Ordinary Shares would continue to have the same entitlement to dividends, capital on a winding-up, and shall continue to have the same voting rights as the Existing Ordinary Shares. Additionally, holders of the New Ordinary Shares will be entitled to request redemption of all or any of their Shares as described below. The initial number of New Ordinary Shares in issue will be 204,356,270.

Redemption of New Ordinary Shares

In order to improve the liquidity of Shares and to minimise the discount to NAV at which the Shares trade, the Board proposes amending the rights of New Ordinary Shares to introduce a redemption facility subject to the terms set out in the New Articles and further described below.

If the Proposals are approved, Shareholders wishing to redeem their New Ordinary Shares may apply to do so at a price equal to the realised value from the disposal of a pro rata share of the portfolio less costs and an Exit Charge. The Exit Charge will be determined by the Directors at their discretion and will be a percentage of the value of the Redemption Pool calculated on distribution of realised proceeds from the Redemption Pool and applied to the benefit of continuing Shareholders. The Exit Charge will be four per cent. of the value of the Redemption Pool on the first and second Redemption Points, and this will decrease to three per cent. on the third and fourth Redemption Points and will be further reduced to two per cent. on the fifth Redemption Point. It is expected to remain at two per cent. thereafter. However, after the fifth Redemption Point, the Board retains the discretion to determine the Exit Charge applicable for each Redemption Point and if a change in the level of the Exit Charge as contemplated in the Circular is to be made, the Board will make an announcement via a Regulatory Information Service of the applicable Exit Charge at least one month in advance of the relevant Redemption Point.

The first Redemption Point for the New Ordinary Shares will be Monday, 28 February 2011.

Shareholders who held Existing Ordinary Shares at close of business on 15 October 2010 will be able to request the redemption of some or all of their New Ordinary Shares arising on the subdivision of those Existing Ordinary Shares at the first Redemption Point provided that they have continued to be beneficially interested in those Shares since 15 October 2010. Thereafter, Shareholders will be able to request the redemption of some or all of their New Ordinary Shares on any subsequent Redemption Point, provided that they held the relevant New Ordinary Shares at the immediately preceding Redemption Point and continued to be beneficially interested in those Shares at all times since that date prior to submitting their Redemption Request. For the avoidance of doubt, the lending of Shares will be regarded as a disposal of beneficial interest. All redemptions are at the absolute discretion of the Board.

Shareholders should note that the final realised value of the pro rata share of the portfolio will not normally equal the published, unaudited NAV per Share at the relevant Redemption Point. This is largely because the realised value will be subject to movements in the underlying markets on which the underlying assets of the Company are traded over the period in which the assets are realised. This period is envisaged to be up to three months although it may be longer if the Board considers it to be in the best interests of redeeming Shareholders for the realisation period to be extended. The Board may make interim distributions of the realisation proceeds during this period. Accordingly, Shareholders should note that the final realised value per Share may be materially different to the published unaudited NAV per Share at the relevant Redemption Point.

The Directors will have discretion to accept or decline in whole or part any Redemption Request. The Directors may decline a Redemption Request where they consider that declining the Redemption Request will be in the best interests of Shareholders as a whole.

The Board, with the Manager's advice, will seek to ensure that the redemption of Shares does not adversely affect continuing Shareholders' prospects nor the Company's investment strategy. However, Shareholders should be aware that in certain circumstances ongoing redemptions may lead to a more concentrated and less liquid portfolio which may adversely affect the Company's performance and value. Further, ongoing redemptions may also adversely affect the secondary market liquidity in the Shares.

Matched bargains or Share buybacks

The Company may seek to satisfy Redemption Requests by matching such requests with demand for New Ordinary Shares from incoming investors or the Company pursuant to an existing buyback power. In such circumstances, the Company, on behalf of a Shareholder, will arrange the sale of some or all of the New Ordinary Shares that are the subject of the Redemption Request to an incoming investor and/or the Company, as appropriate, at the Investment Price. Shareholders should note that certain Shareholders might experience a different tax treatment depending on whether their Shares are redeemed by the Company or purchased by incoming investors under the matched bargain facility or bought by the Company pursuant to a buyback power

Creation of C Shares

The Board proposes to take the opportunity of the Capital Reorganisation to create new classes of C Shares for future issue if required.

The issue of C Shares is designed to overcome the potential disadvantages for both existing and new investors, which could arise out of a conventional fixed price issue of further New Ordinary Shares for cash. In particular:

•     the assets representing the net proceeds of the issue of each class of C Shares will be accounted for as a separate pool of assets until the Calculation Time. By accounting for the net proceeds arising from the issue of the C Shares separately, holders of existing New Ordinary Shares will not be exposed to a portfolio containing a substantial amount of uninvested cash before the Calculation Time;

•     the Net Asset Value of the existing New Ordinary Shares will not be diluted by the expenses associated with the issue of C Shares which will be borne by the subscribers for C Shares and not by existing Shareholders; and

•     the basis upon which the C Shares will convert into New Ordinary Shares is such that the number of New Ordinary Shares to which holders of the relevant classes of C Shares will become entitled will reflect the relative investment performance and value of the pool of new capital attributed to each such class of C Share raised pursuant to the issue up to the Calculation Time as compared to the assets attributable to the relevant class of existing New Ordinary Shares at the time and as a result, neither the Net Asset Value attributable to the existing New Ordinary Shares nor the Net Asset Value attributable to the classes of C Shares will be adversely affect by conversion.

The C Shares would be available for issue by the Company (subject to the listing of such Shares on the Official List and their trading on the London Stock Exchange) if the Board considers it appropriate to avoid the dilutive effect that the proceeds of the issue might otherwise have on the existing assets of the Company. Any C Shares issued for cash will convert into New Ordinary Shares upon the earlier of 90 per cent. of the proceeds from their issue having been invested by the Manager or within four months of their issue. The number of New Ordinary Shares into which the C Shares will convert will be determined by the ratio between the Net Asset Value attributable to each C Share as at the relevant calculation date for their conversion and that of each New Ordinary Share then in issue.

A new class of C Shares may be issued by the Company if there are in issue C Shares that have not been converted into New Ordinary Shares prior to the date on which the Company issues further C Shares.

Share capital following the implementation of the Proposals

Immediately following the proposed Capital Reorganisation, the issued share capital of the Company would remain comprised of one class of Shares, being the New Ordinary Shares.

Buyback powers and treasury shares

The Company's existing authority to buyback Existing Ordinary Shares (such existing authority obtained through the passing of a special resolution at the AGM on 17 November 2010) will require renewal to take into account the subdivision of the Existing Ordinary Shares. In accordance with the Companies Law, the Proposals therefore include seeking Shareholder approval at the EGM for the taking of powers to buy back up to 14.99 per cent. of the proposed New Ordinary Shares outstanding immediately following the Capital Reorganisation.

This authority will last until the Company's next AGM, which is expected to be held during the last four months of 2011. The Company intends to renew these powers each year. Should the maximum number of New Ordinary Shares covered by this authority be bought back before such renewal, the Board expects to convene an extraordinary general meeting to seek Shareholder approval to renew the buyback powers ahead of the next AGM.

Pursuant to the Proposals, the Company would be unconditionally and generally authorised in accordance with the Companies Law and the Listing Rules to make market acquisitions of its Shares as follows:

•     the maximum number of New Ordinary Shares authorised to be purchased is 14.99 per cent. of the total number of New Ordinary Shares in issue;

•     the maximum price which may be paid for any such Shares which the Company contracts to purchase on any day shall not exceed 5 per cent. above the average of the middle market quotations (as derived from the Official List) for the five consecutive dealing days ending on the dealing day immediately preceding the date on which the purchase is made;

•     any purchase of Shares will be made in the market for cash at prices below the prevailing NAV per Share;

•     the minimum price which may be paid for such Shares is £0.01; and

•     the authority shall expire at the conclusion of the next AGM unless such authority is renewed, varied or revoked prior to such time.

In accordance with the Companies Law and the Listing Rules, the Proposals also include seeking Shareholder approval at the EGM for the taking of powers to buy back up to 14.99 per cent. of each class of issued C Shares at the time of admission to the Official List of such class of C Shares, if any such Shares are issued by the Company. The Company's authorisation in this respect would be on the same terms as set out above in respect of the Company's proposed authority to repurchase New Ordinary Shares.

Repurchases of New Ordinary Shares and C Shares will be made at the discretion of the Board and will only be made when market conditions are considered to be appropriate and only when there are sufficient cash resources to do so and in accordance with applicable law and regulation including the Companies Law and the Listing Rules.

The Directors intend to use these buyback powers pro-actively in order to assist in managing the discount at which the Shares trade and to enhance the NAV per Share of remaining Shareholders.

Another element of the Proposals is that any New Ordinary Shares purchased under the Company's buyback powers may be held in treasury (rather than being cancelled immediately), subject to the overall limit set out in the Companies Law which currently limits the holding in treasury to not more than 10 per cent. of the total number of any class of Shares then in issue. Under the Proposals, the Company will then be able to sell New Ordinary Shares held in treasury and the Directors are seeking a disapplication of the pre-emption rights which would otherwise apply on such sales. Subject to the Listing Rules, New Ordinary Shares will only be sold from treasury at a discount smaller than that at which they were bought back (calculated on a weighted average basis) and will not be sold at a discount of more than 10 per cent. of the middle market price of New Ordinary Shares at the time of sale. The benefits of such sales will accrue to continuing Shareholders.

As at the date of the Circular, the Company does not hold any Existing Ordinary Shares in treasury.

Further Share Issues

In accordance with the Companies Law, the Directors are seeking authority from Shareholders at the EGM to issue further New Ordinary Shares and C Shares on a non-pre-emptive basis. The Directors intend to use their authority to issue New Ordinary Shares and/or C Shares to satisfy future investor demand. It is intended that the authority to issue new Shares will be renewed at each AGM of the Company.

No offer or invitation to subscribe or solicitation of any offer to subscribe for any New Ordinary Shares (or any C Shares) will be made by the Company until after the Effective Date and, to the extent required, the publication and registration of a prospectus by the Company in accordance with Rule 3.2 of the Prospectus Rules of the UK Listing Authority and applicable provisions of the Authorised Rules.

The Directors intend to issue C Shares whenever they consider it is in the best interests of the Shareholders to do so. In the event that any C Shares are to be issued, application will be made to list those C Shares on the Official List and to admit those shares for trading on the London Stock Exchange. The issue of such C Shares will be conditional on such admission.

Adoption of New Articles and Amendment of the Memorandum

In order to give effect to the Proposals, it will be necessary to amend the Articles to reflect the new capital structure of the Company. Shareholders will be asked to approve the adoption of the New Articles at the EGM in accordance with the Companies Law.

The New Articles are proposed to be adopted in order to, inter alia:

•     provide that the Company may by ordinary resolution convert shares with a par value into shares without a par value and to reflect the fact that New Ordinary Shares will be of no par value;

•     provide for the additional rights relating to redemption attaching to the New Ordinary Shares;

•     provide for the terms and rights attaching to the C Shares;

•     include pre-emption rights in favour of Shareholders;

•     include a specific provision as to the basis on which the rights attached to any class of Share may be varied or abrogated; and

•     enable the Company to serve a notice on Shareholders to require disclosure of underlying beneficial interests.

In addition, to bring the Company in line with current market practice, and to allow some headroom for future increases in directors' fees, it is proposed to increase the cap on the maximum aggregate fees which may be paid to the Directors from £100,000 to £200,000.

The Company is incorporated in Guernsey. In order to qualify for inclusion in the UK national stock market indices, the Board has been advised that the Company will be required to acknowledge public adherence to, inter alia, the principles of pre-emption rights. It is therefore proposed that provisions dealing with pre-emption rights in favour of Shareholders be incorporated in the New Articles.

A copy of the proposed New Articles will be available for inspection at the registered office of the Company from the date of the Circular until the end of the EGM and at the EGM itself for the duration of the meeting and for at least 15 minutes prior to the EGM.

The Memorandum will be updated, inter alia, to reflect certain changes brought in by the Companies Law, which include:

•     that the objects of the Company will be unrestricted;

•     to allow the Company to issue an unlimited number of New Ordinary Shares and C Shares of any class.

In accordance with the Companies Law, the amendments to the Memorandum and the adoption of the New Articles require Shareholder approval at the EGM.

The Takeover Code 

There are certain considerations that Shareholders should be aware of with regard to the Takeover Code.

Under Rule 9 of the Takeover Code, any person who acquires shares which, taken together with shares already held by him or shares held or acquired by persons acting in concert with him, carry 30 per cent. or more of the voting rights of a company which is subject to the Takeover Code, is normally required to make a general offer to all the remaining shareholders to acquire their shares. Similarly, when any person or persons acting in concert already hold more than 30 per cent. but not more than 50 per cent. of the voting rights of such company, a general offer will normally be required if any further shares increasing that person's percentage of voting rights are acquired.

Under Rule 37 of the Takeover Code when a company purchases its own voting shares, a resulting increase in the percentage of voting rights carried by the shareholdings of any person or group of persons acting in concert will be treated as an acquisition for the purposes of Rule 9 of the Takeover Code. A Shareholder who is neither a Director nor acting in concert with a Director will not normally incur an obligation to make an offer under Rule 9 of the Takeover Code.

However, under note 2 to Rule 37 of the Takeover Code where a shareholder has acquired shares at a time when he had reason to believe that a purchase by the company of its own voting shares would take place, then an obligation to make a mandatory bid under Rule 9 of the Takeover Code may arise in certain circumstances. The redemption facility and buyback powers could have implications under Rule 9 of the Takeover Code for Shareholders with existing significant shareholdings.

The redemption facility and buyback powers could have implications under Rule 9 of the Takeover Code for Shareholders with existing significant shareholdings. The redemption facility and buyback powers should enable the Company to anticipate the possibility of such a situation arising. Prior to the Board implementing any share buyback or when considering Redemption Requests the Board will identify any Shareholders who may be deemed to be acting in concert under note 1 of Rule 37 of the Takeover Code and will seek an appropriate waiver in accordance with note 2 of Rule 37. However, neither the Company, nor any of the Directors, nor the Manager will incur any liability to any Shareholder(s) if they fail to identify the possibility of a mandatory offer arising, or if having identified such a possibility they fail to notify the relevant Shareholder(s) or if the relevant Shareholder(s) fails to take appropriate action.

Taxation

Individuals and certain trustees who are liable to UK income tax should note that redemption of the New Ordinary Shares could give rise to adverse tax consequences which would not arise if the Shares were sold on the market. Notwithstanding this, it is expected that such Shareholders will benefit from the implementation of the Proposals if, as anticipated, the Shares trade at a narrower discount to NAV than would be the case if the Proposals were not implemented. Shareholders considering disposing of their Shares are advised to consider their investment objectives and their own individual financial and tax circumstances. Shareholders who are in any doubt as to their tax position should seek professional advice from their own independent financial adviser authorised under the Financial Services and Markets Act 2000.

CREST

Shareholders will be issued their New Ordinary Shares in certificated form or uncertificated form. The Shares will be registered on the Company's share register and certificates relating to Existing Ordinary Shares will cease to be valid after the Effective Date. Replacement certificates will be issued to Shareholders in respect of their New Ordinary Shares. Certificates will be despatched within 10 Business Days of the Effective Date.

Shareholders who hold their Existing Ordinary Shares through CREST will not receive certificates but the New Ordinary Shares to which they are entitled will be credited to their CREST account, as appropriate, on the day following the Effective Date. Accounts should therefore be credited on Thursday, 16 December 2010.

Settlement of the Company's Shares

The Board understands that the Company's Shares are held and settled through both CREST and Euroclear facilities. The Board is aware that this can cause settlement issues for Shareholders when both selling and buying Shares. In order to rationalise the settlement arrangements, the Company's advisers are holding discussions with CREST and Euroclear to transfer the Euroclear settled Shares into CREST. As part of these discussions, the Board has elected to seek Shareholders' endorsement for this course of action at the EGM by way of an ordinary resolution. The Board believes that this will give greater weight to the discussions with CREST and Euroclear.

Extraordinary General Meeting

The Proposals require the approval of Shareholders. A notice convening an EGM to be held at the offices of ING Corporate Finance, 60 London Wall, London EC2M 5TQ on Wednesday, 15 December 2010 at 9.30 a.m., is set out in the Circular.

The Resolutions at the EGM are as follows:

•     the first resolution is to approve amendments to the Memorandum and the Articles and the subdivision and redesignation of the Existing Ordinary Shares;

•     the second resolution, which is conditional upon the passing of the first resolution, is to approve further amendments to the Articles to introduce redemption rights for the Existing Ordinary Shares, to introduce the C Share classes and to authorise the Directors to issue new C Shares on a non-pre-emptive basis;

•     the third resolution, which is conditional upon the passing of the first resolution, is to renew the Company's authority to undertake market purchases of its Ordinary Shares;

•     the fourth resolution, which is also conditional upon the passing of the first resolution, is to authorise the Company to issue New Ordinary Shares on a non-pre-emptive basis and to sell New Ordinary Shares out of treasury at a narrower discount to that which they were bought back;

•     the fifth resolution, which is conditional upon the passing of the second resolution, is to grant Directors buyback powers in relation to issued C Shares; and

•     the sixth resolution is to authorise the Directors to rationalise the Company's Share settlement arrangements and to transfer the Euroclear settled Shares into CREST.

The first five Resolutions will be proposed as special resolutions and the sixth Resolution will be proposed as an ordinary resolution.

DEFINITIONS

In this announcement the words and expressions listed below have the meanings set out opposite them, except where the context otherwise requires:

"Administrator"	Northern Trust International Fund Administration Services (Guernsey) Limited;
"AGM"	annual general meeting of the Company;
"Articles"	the current Articles of Incorporation of the Company as at the date of the Circular and immediately prior to the EGM;
"Auditors"	Grant Thornton Limited or the auditors of the Company from time to time, as the context requires;
"Authorised Rules"	the Authorised Closed-Ended Investment Scheme Rules 2008 issued by the Guernsey Financial Services Commission;
"Board" or "Directors"	the board of directors of the Company or any duly constituted committee thereof;
"Business Day"	any day on which banks are open for business in London and Guernsey (excluding Saturdays, Sundays and public holidays);
"C Shares"	separate classes of conversion shares of no par value in the capital of the Company to be created pursuant to the Capital Reorganisation;
"Capital Reorganisation"	the reorganisation of the share capital of the Company pursuant to the implementation of the Proposals;
"Companies Law"	the Companies (Guernsey) Law, 2008 (as amended);
"Company"	Atlantis Japan Growth Fund Limited;
"Continuing Pool"	the pool of stocks, cash, assets and liabilities to be created in respect of a particular Redemption Point and allocated to the New Ordinary Shares which are not the subject of Redemption Requests received for that Redemption Point, as more particularly described in Part II of the Circular;
"CREST"	the system for the paperless settlement of trades in securities and the holding of uncertificated securities operated by Euroclear in accordance with the CREST Regulations;

CREST Manual	the compendium of documents entitled CREST Manual issued by Euroclear from time to time and comprising the CREST Reference Manual, the CREST Central Counterparty Service Manual, the CREST International Manual, CREST Rules, CCSS Operations Manual and the CREST Glossary of Terms;
"CREST Regulations"	the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755);
"CREST sponsor"	a CREST participant admitted to CREST as a CREST sponsor, being a sponsoring system participant (as defined in the CREST Regulations);
"Effective Date"	the date on which the Capital Reorganisation becomes effective, expected to be 15 December 2010;
"EGM"	the extraordinary general meeting of the Company to consider the Resolutions, convened for 9.30 a.m. on 15 December 2010 at the offices of ING Corporate Finance at 60 London Wall, London EC2M 5TQ or any adjournment thereof;
"Euroclear"	Euroclear UK & Ireland Limited, the operator of CREST;
"Existing Ordinary Shares"	the existing ordinary shares of the Company of US$0.01 each;
"Exit Charge"	the charge levied on Shareholders who are redeeming their New Ordinary Shares being a percentage of distributions made out of the realised proceeds of the Redemption Pool being equal to 4 per cent. at the first and second Redemption Points, reducing to 3 per cent. on the third and fourth Redemption Points and reducing to 2 per cent. for the fifth Redemption Point and thereafter subject to amendment by the Board;
"Financial Services Authority" or "FSA"	the single regulatory authority for the UK financial services industry;
"Form of Proxy"	the form of proxy provided with the Circular for use in connection with the EGM by Shareholders;
"FSMA"	the UK Financial Services and Markets Act 2000;

"ING Corporate Finance"	ING Bank N.V. (London Branch) (which conducts its UK investment banking business as ING Corporate Finance);
"Investment Price"	the value by reference to which New Ordinary Shares that are the subject of Redemption Requests may be bought back by the Company pursuant to a buyback authority or sold by the Company on behalf of a Shareholder submitting a Redemption Request to incoming investors as calculated in accordance with Part II of the Circular;
"ISA"	individual savings account;
"Listing Rules"	the listing rules of the UK Listing Authority;
"London Stock Exchange"	London Stock Exchange plc;
"Manager"	Atlantis Fund Management (Guernsey) Limited;
"Memorandum"	the Memorandum of Incorporation of the Company;
"NAV" or "Net Asset Value"	net asset value as calculated in accordance with the Company's accounting policies and the Articles or the value of the net assets per Share, as the context requires;
"New Articles"	the Articles of Incorporation of the Company as proposed to be adopted at the EGM;
"New Ordinary Shares"	the redeemable ordinary share(s) of no par value of the Company following the passing of the Resolutions at the EGM;
"Notice of EGM" or "Notice"	the notice of General Meeting as set out at the end of the Circular;
"Official List"	the Official List maintained by the UK Listing Authority;
"Ordinary Shares"	Existing Ordinary Shares or New Ordinary Shares, as the context requires;
"Proposals"	the proposals for the reorganisation of the Company as set out in Part I of the Circular
"Prospectus Rules"	the rules and regulations made by the FSA under Part V of the FSMA (as amended from time to time);

"Receiving Agent"	Computershare Investor Services plc;
"Redemption Point"	5.00 p.m. on the last Business Day in February, June and October each year on which date holders of New Ordinary Shares which have applied to have their New Ordinary Shares redeemed will be considered for redemption at the discretion of the Board;
"Redemption Pool"	the pool of stocks, cash, assets and liabilities to be created in respect of a particular Redemption Point and allocated to the New Ordinary Shares which are the subject of Redemption Requests for that Redemption Point, as more particularly described in Part II of the Circular;
"Redemption Price"	the price for which New Ordinary Shares are redeemed on a Redemption Point as determined by reference to a Redemption Pool, as more particularly described in Part II of the Circular;
"Redemption Request"	a written notice in the form from time to time prescribed by the Company and available upon request from the Company's registered office;
"Registrar"	Computershare Investor Services (Jersey) Limited;
"Regulatory Information Service"	one of the service providers listed in Schedule 12 of the Listing Rules;
"Resolutions"	the resolutions to be proposed at the EGM;
"Shareholder"	a holder of Shares;
"Shares"	the Existing Ordinary Shares and/or New Ordinary Shares and/or C Shares as the context requires;
"Sterling" or "£"	the lawful currency of the United Kingdom;
"Takeover Code"	the City Code on Takeovers and Mergers;
"UK Listing Authority" or "UKLA"	the Financial Services Authority acting in its capacity as the competent authority for the purposes of admissions to the Official List;
"United Kingdom" or "UK"	the United Kingdom of Great Britain and Northern Ireland;
"US$" or "$" or "US Dollar(s)" or "Dollar(s)"	the lawful currency of the United States of America; and
"Valuation Point"	close of business on the Business Day immediately preceding the relevant Redemption Point.

 

END

 

 

MSCFDEFMSFSSEDF