Completion of AJIT & AJG Schemes and Equity Issue
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.
The information communicated in this announcement is deemed to constitute inside information as stipulated under the UK Version of Market Abuse Regulation (EU) No. 596/2014 (as incorporated into UK Law by virtue of the European Union (Withdrawal) Act 2018, and as subsequently amended ("MAR")). Upon the publication of this announcement, this information is considered to be in the public domain.
10 October 2023
Nippon Active Value Fund plc ("NAVF" or the "Company")
LEI: 213800JOFEGZJYS21P75
Completion of AJIT Scheme and AJG Scheme and Issue of New Shares
Further to the announcements on 1 September 2023 and 12 September 2023 of the proposed rollover of assets into the Company from abrdn Japan Investment Trust plc ("AJIT") and Atlantis Japan Growth Fund Limited ("AJG"), the Company announces that the schemes of reconstruction of AJIT and AJG (respectively the "AJIT Scheme" and the "AJG Scheme", and together the "Schemes") have today been approved by their respective shareholders. As a result, in total the Company will acquire approximately £118.4 million of net assets pursuant to the Schemes resulting in the Company now having total net assets of approximately £293.8 million.
AJIT Scheme
As a result of the AJIT Scheme, the Company will acquire approximately £61.6 million of net assets from AJIT in consideration for the issue of 39,616,423 New Ordinary Shares in the Company.
The number of New Ordinary Shares to be issued was calculated on the basis of a FAV per Ordinary Share of 155.483788p and a FAV per AJIT Share of 660.641809p resulting in a FAV:FAV ratio of 4.248943 calculated in accordance with the AJIT Circular dated 1 September 2023.
AJG Scheme
As a result of the AJG Scheme, the Company will acquire approximately £56.8 million of net assets from AJG in consideration for the issue of 36,503,848 New Ordinary Shares in the Company.
The number of New Ordinary Shares to be issued was calculated on the basis of a FAV per Ordinary Share of 155.562426p and a FAV per AJG Share of 185.913866p resulting in a FAV:FAV ratio of 1.195108 calculated in accordance with the AJG Circular dated 12 September 2023.
Appointment of New Directors
In connection with the completion of the respective Schemes, and further to the Company announcement dated 1 September 2023, the Board of the Company is also pleased to confirm the appointments of two new directors, Claire Boyle and Noel Lamb, with effect from today. Claire joins from the board of AJIT and Noel joins from the board of AJG. Their respective directorships of AJIT and AJG ceased today upon the appointments of the liquidators of AJIT and AJG in connection with the Schemes.
Claire Boyle
Claire Boyle acted as an independent non-executive director of AJIT from 1 February 2019 to today and served as Chair of the Audit and Risk Committee from October of 2019. She is currently the Chair of Life Science REIT plc, a non-executive director and Chair of the Audit and Risk Committee of Fidelity Special Values plc and a non-executive director of The Monks Investment Trust PLC.
Claire is a Fellow of the Institute of Chartered Accountants in England and Wales, qualifying in 1993 whilst working in litigation support at Coopers & Lybrand. She has over 17 years' experience working in finance and equity investment management, working on funds over a wide range of sectors for international corporate, Government, State and retail clients, including unit and investment trusts. She started her investment career on the UK research desk at Robert Fleming, was a partner at Oxburgh Partners LLP with responsibility for their European Equity Hedge Fund, and prior to that a European Equity Fund Manager at American Express Asset Management, where her role included both equity investment and business development.
Noel Lamb
Noel Lamb served on the board of AJG from 1 February 2011 to today and served as Chairman from 1 May 2014. He graduated from Exeter College, Oxford and is a barrister-at-law. He joined Lazard Brothers & Co Limited in 1987 and from 1992 to 1997 he was the managing director of Lazard Japan Asset Management where he was the Japanese equities fund manager. In 1997, he moved to the Russell Investment Group where he established the investment management capability of the firm in London. In 2002, he was promoted to Chief Investment Officer in North America where he managed assets of US$150 billion until his departure in 2008. In 2020, he was appointed as a director of Guinness Asset Management Funds and in January 2022 as Chairman of Rockwood Strategic plc.
There are no other matters to disclose under LR 9.6.13 of the FCA's Listing Rules in relation to these appointments.
Admission
Applications have been made for the 76,120,271 New Ordinary Shares to be admitted to the Official List of the Financial Conduct Authority and to trading on the premium segment of the main market for listed securities of the London Stock Exchange (together, "Admission"). Admission is expected to become effective, and dealings in the New Ordinary Shares are expected to commence, at 8.00 a.m. on 11 October 2023. Following Admission, the New Ordinary Shares will rank pari passu in all respects with the existing Ordinary Shares.
Total Voting Rights
Following the implementation of the Schemes the Company will have 189,141,704 Ordinary Shares in issue. No Ordinary Shares are held in treasury. The total number of Ordinary Shares with voting rights in the Company will be 189,141,704 and this figure may be used by Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company.
Commenting on the successful completion of the Schemes, Rosemary Morgan, Chair of the Company, said:
"We are delighted to have had the support of both the AJIT and the AJG shareholders and are pleased to welcome all new shareholders to NAVF. The combined merger, which has resulted in the Company's net assets growing to approximately £294 million, puts the company on an excellent footing for the future and will facilitate the continued investment in an exciting pipeline of opportunities in the Japanese market."
About NAVF
Nippon Active Value Fund plc ("NAVF") is an investment trust listed on the Premium Segment of the London Stock Exchange's Main Market. The investment advisor of the Company is Rising Sun Management Limited. NAVF is targeting attractive levels of capital growth for shareholders from the active management of a focused portfolio of quoted small and mid-cap Japanese equity investments. The investment advisor, Rising Sun Management Limited, targets companies which are attractive, undervalued and have a substantial proportion of their market capitalisation held in cash and/or listed securities and/or realisable assets.
Capitalised terms used and not otherwise defined in this announcement shall have the same meaning as in the Company circular dated 1 September 2023.
Enquiries
Apex Listed Companies Services (UK) Ltd Sylvanus Cofie / Maria Matheou
(Company Secretary) Tel: +44 (0) 20 3327 9720
Berenberg Gillian Martin / Dan Gee-Summons / Natasha Ninkov
(Sponsor and Financial Adviser) Tel: +44 (0)20 3207 7800
Shore Capital Robert Finlay / Rose Ramsden / Angus Murphy (Joint Corporate Broker) Fiona Conroy (Corporate Broking)
Tel: +44 (0) 20 7408 4090
Peregrine Communications Bill McIntosh / Alex Gorokov / Emma Fraser
(Media Relations) Tel: +44 (0) 20 3178 6868
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Companies
Atlantis Japan Growth Fund Ltd. (AJG)Nippon Active Value Fund (NAVF)
Abrdn Japan Investment Trust (AJIA)
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