Placing of Ordinary Shares

RNS Number : 3111S

Nippon Active Value Fund PLC

15 November 2021

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA OR ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO  

15 November 2021

This announcement contains inside information

LEI: 213800JOFEGZJYS21P75

Nippon Active Value Fund plc

Placing of Ordinary Shares

Nippon Active Value Fund plc (the "Company") announced on 22 October 2021 that it proposed raising further capital to pursue its proven model of activist investment in quoted Japanese companies.  Following this, on 28 October 2021, the Company published a prospectus (the "Prospectus") and a circular setting out details of a share issuance programme to raise capital for further investment through the issue of up to 300 million Ordinary Shares or C Shares in aggregate over the 12 months beginning on 28 October 2021 (the "Share Issuance Programme").  The Share Issuance Programme as described in the Prospectus initially included proposals for  an initial issue comprising an initial placing, offer for subscription and intermediaries offer (the "Initial Issue").

As set out in the Prospectus, the structure of the Initial Issue was to be determined following engagement with investors. Following a period of marketing the Company now announces that the Initial Issue will take the form of an issue of Ordinary Shares to be issued at a price equivalent to NAV plus a premium of 1.5 per cent in respect of issue costs. Based on the expected timetable for the issue as set out below, the NAV used to determine the cash issue price will be the unaudited NAV as at close of business on Monday 22 November.

In addition to the Share Issuance Programme, the Company intends to make an offer of new Ordinary Shares at the Issue Price up to the sterling equivalent of €8 million   available on the PrimaryBid platform (the "PrimaryBid Offer"), in which retail investors may be able to participate. A separate announcement will be made by the Company shortly regarding the PrimaryBid Offer.

The Company has determined not to proceed with the Intermediaries Offer described in the Prospectus.

Expected Timetable of Principal Events

		2021
Latest time and date for receipt of Application Forms under the Offer for Subscription and payment in full or settlement of the relevant CREST instruction		1.00 p.m. on 18 November
Latest time and date for receipt of Initial Placing orders		12.00 p.m. on 22 November
Issue price and results of the Initial Placing and Offer for Subscription announced		23 November
First admission of the New Shares to be issued pursuant to the Issue to the Specialist Fund Segment and dealings commence		8.00 a.m. on 26 November
CREST accounts credited in respect of New Shares issued in uncertificated form		as soon as practicable after 8.00 a.m. on 26 November
Certificates despatched in respect of New Shares issued in certificated form		week commencing 29 November
Placing Programme open		29 November
Placing Programme closes		24 October 2022

All terms used and not defined in this announcement are as defined in the Prospectus.

Enquiries:
Shore Capital Robert Finlay / Rose Ramsden (Corporate) Adam Gill / Matthew Kinkead (Sales) Henry Willcocks / Fiona Conroy (Corporate Broking)	020 7408 4050
PraxisIFM Fund Services (UK) Limited Tom Daish / Sylvanus Cofie	020 4513 9260
Media Enquiries Alex Gorokhov	020 3040 0892

A copy of this announcement will be available on the Company's website at  www.nipponactivevaluefund.com . Neither the content of the Company's website, nor the content on any website accessible from hyperlinks on its website for any other website, is incorporated into, or forms part of, this announcement nor, unless previously published by means of a recognised information service, should any such content be relied upon in reaching a decision as to whether or not to acquire, continue to hold, or dispose of, securities in the Company.

This announcement is a financial promotion and is not intended to be investment advice. The content of this document, which has been prepared by, and is the sole responsibility of, the directors of Nippon Active Value Fund plc, has been approved by Shore Capital and Corporate Limited solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 (as amended). Shore Capital and Corporate Limited is authorised and regulated by the Financial Conduct Authority (Firm Registration No. 124784). Registered in England and Wales No. 01850105. Registered Office: Cassini House, 57 St James's Street London SW1A 1LD. Shore Capital and Corporate Limited operates under the Companies Act 2006 and is not regulated as a collective investment scheme by the Financial Conduct Authority.

This announcement is an advertisement and does not constitute a prospectus relating to the Company and does not constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer to subscribe for, any shares in the Company in any jurisdiction nor shall it, or any part of it, or the fact of its distribution, form the basis of, or be relied on in connection with or act as any inducement to enter into, any contract therefor. Copies of the prospectus are available from https://www.nipponactivevaluefund.com/.

Recipients of this announcement who are considering acquiring New Shares are reminded that any such acquisition must be made only on the basis of the information contained in the Prospectus which may be different from the information contained in this announcement. The subscription for New Shares is subject to specific legal or regulatory restrictions in certain jurisdictions. Persons distributing this announcement must satisfy themselves that it is lawful to do so. The Company assumes no responsibility in the event that there is a violation by any person of such restrictions.

This announcement may not be published, distributed or transmitted by any means or media, directly or indirectly, in whole or in part, in or into the United States. This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. The securities mentioned herein have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "US Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States and will not be offered, sold, exercised, resold, transferred or delivered, directly or indirectly, in or into the United States or to, or for the account or benefit of, any US person (as defined under Regulation S under the US Securities Act). The Company has not been, and will not be, registered under the U.S. Investment Company Act of 1940, as amended.

Neither this announcement nor any copy of it may be: (i) taken or transmitted into or distributed in any member state of the European Economic Area, Canada, Australia, Japan or the Republic of South Africa or to any resident thereof. Any failure to comply with these restrictions may constitute a violation of the laws of any such jurisdiction. The distribution of this announcement in other jurisdictions may be restricted by law and the persons into whose possession this document comes should inform themselves about, and observe, any such restrictions.

Shore Capital and Corporate Limited and Shore Capital Stockbrokers Limited (together "Shore Capital"), which are authorised and regulated by the Financial Conduct Authority in the United Kingdom, are acting only for the Company in connection with the matters described in this announcement and are not acting for or advising any other person, or treating any other person as their client, in relation thereto and will not be responsible for providing the regulatory protection afforded to clients of Shore Capital or advice to any other person in relation to the matters contained herein. Neither Shore Capital nor any of their directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for this announcement, its contents or otherwise in connection with it or any other information relating to the Company, whether written, oral or in a visual or electronic format.

This announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "anticipates", "expects", "intends", "may", "will", or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements relate to matters that are not historical facts regarding the Company's investment strategy, financing strategies, investment performance, results of operations, financial condition, prospects and dividend policies of the Company and the instruments in which it will invest. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements. These factors include, but are not limited to, changes in general market conditions, legislative or regulatory changes, changes in taxation regimes or development planning regimes, the Company's ability to invest its cash in suitable investments on a timely basis and the availability and cost of capital for future investments.

The Company expressly disclaims any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect actual results or any change in the assumptions, conditions or circumstances on which any such statements are based unless required to do so by FSMA, the Prospectus Regulation Rules made under Part VI of the FSMA or the Financial Conduct Authority or other applicable laws, regulations or rules.

Information to Distributors- UK Product Governance

Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"), and/or any equivalent requirements elsewhere to the extent determined to be applicable, and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any manufacturer (for the purposes of the UK Product Governance Requirements and/or any equivalent requirements elsewhere to the extent determined to be applicable) may otherwise have with respect thereto, the Shares the subject of the Issue and Placing Programme have been subject to a product approval process, which has determined that such Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each defined in Chapter 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all permitted distribution channels (the "Target Market Assessment").

Notwithstanding the Target Market Assessment, distributors should note that: the price of the Shares may decline and investors could lose all or part of their investment; the Shares offer no guaranteed income and no capital protection; and an investment in the Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the Issue or the Placing Programme. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Shore Capital will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Shares and determining appropriate distribution channels.

UK PRIIPs Regulation

In accordance with the UK version of Regulation (EU) No. 1286/2014 on key information documents for packaged retail and insurance-based investment products, which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended (the "UK PRIIPs Regulation"), a key information document (the "KID") in respect of an investment in the Shares has been prepared by the Company and is available to investors at www.nipponactivevaluefund.com. If a new class of C Shares is issued under the Placing Programme, the Company will make available a key information document in relation to such class of C Shares as required under the UK PRIIPs Regulation.

If you are distributing Ordinary Shares, it is your responsibility to ensure that the KID is provided to any clients that are "retail clients".

The Company is the only manufacturer of the Ordinary Shares for the purposes of the UK PRIIPs Regulation and none of Shore Capital, Rising Sun Management Ltd. ("RSM") or International Fund Management Limited ("IFM") are manufacturers for these purposes. None of Shore Capital, RSM or IFM makes any representations, express or implied, or accepts any responsibility whatsoever for the contents of the KID prepared by the Company nor accepts any responsibility to update the contents of the KID in accordance with the UK PRIIPs Regulation, to undertake any review processes in relation thereto or to provide the KID to future distributors of Ordinary Shares. Each Shore Capital, RSM and IFM and their respective affiliates accordingly disclaim all and any liability whether arising in tort or contract or otherwise which it or they might have in respect of the key information documents prepared by the Company. Investors should note that the procedure for calculating the risks, costs and potential returns in the KID are prescribed by laws. The figures in the KID may not reflect actual returns for the Company and anticipated performance returns cannot be guaranteed.

 

END

 

 

IOEDBBDBUSBDGBS