Transaction Agreement and Publication of NAVF Prospectus
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.
ATLANTIS JAPAN GROWTH FUND LIMITED
(“AJGF” or the “Company”)
(A closed-ended investment company incorporated in Guernsey with registration number 30709)
LEI: 54930041W0LDG00PGL69
Transaction Agreement and Publication of NAVF Prospectus
01 September 2023
Further to the Company’s announcement on 11 August 2023, in which the Company announced that heads of terms had been agreed for a proposed combination of the assets of the Company with the assets of Nippon Active Value Fund plc ("NAVF") by way of a Section 391(1)(b) Scheme (the "Proposal"), the Board is pleased to announce that the Company has progressed the Proposal by today entering into a transaction agreement with NAVF agreeing to the detailed terms and mechanics of the Proposal (the “Transaction Agreement”).
The Company notes the prospectus published by NAVF today in connection with the Proposal (the "NAVF Prospectus"). The Company will publish a shareholder circular by 15 September 2023, which will provide details of the Proposal and convene an extraordinary general meeting for AJGF shareholders.
Pursuant to the Transaction Agreement, the Company has undertaken to use all reasonable endeavours to implement the Section 391(1)(b) Scheme in accordance with, and subject to, the terms set out in Part 12 of the NAVF Prospectus.
In particular, the Company has agreed, subject only to receipt of the relevant tax clearances, to use all reasonable endeavours to post the requisite documents (including a shareholder circular) to AJGF shareholders by 15 September 2023 and to use all reasonable endeavours to convene the requisite shareholder meetings to enable the Section 391(1)(b) Scheme to become effective on or before 31 October 2023. The Company has also undertaken that, until the Section 391(1)(b) Scheme becomes effective (or until termination of the Transaction Agreement), it will not carry on business other than in the ordinary course or carry out certain other activities that could frustrate the Proposal.
The obligations of the parties to implement the Section 391(1)(b) Scheme under the Transaction Agreement are subject to the satisfaction (or waiver) of the conditions to the scheme set out in Part 12 of the NAVF Prospectus and receipt by the Company of the relevant tax clearances. The Transaction Agreement may be terminated at any time prior to the effective date of the Section 391(1)(b) Scheme by the express written consent of the parties and on the occurrence of certain events, including any condition to the scheme that is incapable of waiver not being satisfied or becoming incapable of satisfaction.
If the Proposal is implemented, in order to provide continuity for AJGF shareholders, it is intended that Noel Lamb will join the NAVF board as a non-executive director with effect from completion of the Section 391(1)(b) Scheme.
The NAVF prospectus includes further details of the Proposal, NAVF and the proposed combination of abrdn Japan Investment Trust plc and NAVF (the "AJIT Combination") and will be available on NAVF’s website (www.nipponactivevaluefund.com). Implementation of the Proposal is subject to the approval, inter alia, of the Company's shareholders as well as regulatory and tax approvals and approval by the shareholders of NAVF. The Proposal is not conditional on implementation of the AJIT Combination.
Capitalised terms used, but not defined, in this announcement shall have the meaning given thereto in the announcement published by the Company on 11 August 2023.
For further information please contact:
Enquiries:
Company Secretary
Northern Trust International Fund Administration Services (Guernsey) Limited
Hannah Hayward
Email: HH61@ntrs.com
Tel: +44 (0) 1481 745 417
Corporate Broker
Singer Capital Markets
Robert Peel, Alaina Wong (Investment Banking)
James Waterlow (Sales)
Tel: +44 (0) 20 7496 3000
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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