Result of Extraordinary General Meeting and Scheme Entitlements
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.
This announcement contains inside information for the purposes of Article 7 of Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 and as amended ("MAR"), and is disclosed in accordance with the Company's obligations under Article 17 of MAR.
Atlantis Japan Growth Fund Limited
(a closed-ended investment company incorporated in Guernsey with registration number 30709)
LEI Number: 5493004IW0LDG0OPGL69
(The "Company")
10 October 2023
RESULT OF EXTRAORDINARY GENERAL MEETING AND SCHEME ENTITLEMENTS
Result of Extraordinary General Meeting
At the Extraordinary General Meeting of the Company held earlier today in connection with the proposed merger of the Company with Nippon Active Value Fund plc ("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, all Resolutions set out in the Extraordinary General Meeting Notice sent to Shareholders dated 12 September 2023 (the "Notice") were duly passed.
As a result of the passing of the Resolutions, the Company has been placed into voluntary winding up pursuant to Section 391(1)(b) of the Companies (Guernsey) Law, 2008 and Gareth Rutt Morris and Andrew Martin Sheridan, both of FRP Advisory Trading Limited have been appointed as joint liquidators of the Company.
The Chairman, Mr Noel Lamb, commented,
"The board would like to take this opportunity to thank our investment advisor AIRC for all its hard work since the launch of the fund. The late Ed Merner and Taeko Setaishi have delivered strong returns for investors over many years. Our service providers including the investment manager and Northern Trust, Guernsey have shown the highest levels of efficiency and professionalism. Lastly, thanks of course go to our long standing shareholders for the their commitment and loyalty. The board feels that continued investment in Japan and the rollover into NAVF will serve our investors well."
Details of the proxy voting results which should be read alongside the Notice are noted below and will also be published on the Company's website: https://www.atlantisjapangrowthfund.com/
| Special Resolutions | For | % | Discretion (voted in favour) | % | Against | % | Abstain |
| 1 | 14,907,503 | 99.61 | 29,904 | 0.20 | 28,041 | 0.19 | 2,920 |
| 2 | 14,907,503 | 99.61 | 29,904 | 0.20 | 28,041 | 0.19 | 2,920 |
| Extraordinary Resolution | For | % | Discretion (voted in favour) | % | Against | % | Abstain |
| 3 | 14,907,503 | 99.61 | 29,904 | 0.20 | 28,041 | 0.19 | 2,920 |
| Special Resolution | For | % | Discretion (voted in favour) | % | Against | % | Abstain |
| 4 | 14,906,153 | 99.60 | 31,254 | 0.21 | 28,041 | 0.19 | 2,920 |
Note - A vote withheld is not a vote in law and has not been counted in the votes for and against a resolution.
The full text of the Resolutions can be found in the Extraordinary General Meeting Notice contained in the Circular to Shareholders dated 12 September 2023. The Circular is available for viewing at the National Storage Mechanism which can be located at https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the Company's website at https://www.atlantisjapangrowthfund.com/.
Suspension and Cancellation
As previously announced, the Company's Shares were suspended from trading at 7.30 a.m. on 6 October 2023 and were suspended from listing at 7.30 a.m. this morning, 10 October 2023.
The Company, through its advisers, has notified the London Stock Exchange of its intention to cancel the Company's admission of Ordinary Shares to trading at 8:00 a.m. on 12 October 2023. Application has been made to the Financial Conduct Authority for the cancellation of the listing of the Company's Ordinary Shares, such cancellation to take effect from 8.00 a.m. on 12 October 2023.
Scheme Entitlements
As at the Calculation Date the scheme entitlements calculated in accordance with the terms of the Scheme were as follows:
- AJG FAV per Share: 185.913866 pence
- Cash Pool NAV per Share: 182.214088 pence
- NAVF FAV per Share: 155.562426 pence
Therefore, shareholders will receive the cash and/or number of NAVF Shares stipulated below.
For shareholders that elected for the Cash Option:
- each Share with "B" rights attached to it will receive 182.214088 pence in cash.
For Shareholders that elected (or are deemed to have elected) to receive NAVF Shares:
- each Share with "A" rights attached to it will roll over into approximately 1.195108 NAVF Shares.
As noted in the Circular, the Directors have set aside sufficient assets in the Liquidation Pool to meet all estimated liabilities and contingencies, including the costs of the winding up of the Company and the costs of implementing the Scheme. The Directors have also provided in the Liquidation Pool for a retention of £100,000 which they, together with the Liquidators, consider sufficient to meet any unknown or unascertained liabilities of the Company.
The Liquidation Pool will be applied by the Liquidators in discharging all current and future actual and contingent liabilities of the Company and, any balance remaining after discharging such liabilities from the Liquidation Pool will in due course be distributed to Shareholders on the Register on the Effective Date pro rata to their respective holdings of Ordinary Shares in accordance with the terms of the Scheme.
Following the appointment of the joint liquidators, all further enquiries regarding the Company should be made to the joint liquidators, whose contact details are below.
In accordance with the Circular, Shareholders who elected, or were deemed to have elected, for the Rollover Option will receive their new NAVF Shares via CREST on 11 October 2023 or, in relation to certificated shareholders, in the week commencing 16 October 2023. Shareholders who elected, or were deemed to have elected, for the Cash Option will receive their entitlements in the week commencing 16 October 2023 via CREST and/or cheque.
Defined terms used in this announcement have the meanings given in the Circular unless the context otherwise requires.
Enquiries:
Northern Trust International Fund Administration Services (Guernsey) Limited
The Company Secretary
Trafalgar Court
Les Banques
St Peter Port
Guernsey
GY1 3QL
Tel: 01481 745001
Joint Liquidators
Gareth Morris and Andrew Sheridan
Tel: 0117 203 3700
Email: bristol@frpadvisory.com
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.
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