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Friday 11 August, 2017

Prospect Co., Ltd.

Date of Commencement of Sales Process

RNS Number : 5689N
Prospect Co., Ltd.
11 August 2017
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION (INCLUDING THE UNITED STATES) WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

FOR IMMEDIATE RELEASE

11 August 2017

RECOMMENDED ALL-SHARE OFFER

for

THE PROSPECT JAPAN FUND LIMITED

(a non-cellular company incorporated in Guernsey with registration number 28863)

by

PROSPECT CO., LTD.
(a company incorporated in Japan)

by means of a scheme of arrangement

under Part VIII of the Companies (Guernsey) Law, 2008

 

Confirmation of Date of Commencement of Sales Process for No Action Shareholders

Prospect Co., Ltd ("Prospect") announces that, further to the settlement yesterday of the New Prospect Shares to which Scheme Shareholders were entitled pursuant to the terms of the recommended share for share exchange offer made by Prospect, by means of the Scheme, for the entire issued and to be issued share capital of The Prospect Japan Fund Limited ("TPJF") (the "Offer"), and in accordance with section 13.2(A) of Part Two (Explanatory Statement) of the Scheme Document, the sales process under the Sales Policy will commence on 8 September 2017.

Accordingly, No Action Shareholders who do not wish their New Prospect Shares to be sold pursuant to the sales process have until 10.30 a.m. on 29 August 2017 to lodge their Forms of Settlement (White Form A or Green Form B), in which case the New Prospect Shares to which such Scheme Shareholders are entitled will then be transferred out of the No Action Sub-Account (being a sub-account with the Fiduciary opened in the name of TPJF as the Representative) prior to the commencement of the sales process under the Sales Policy that was approved at the TPJF General Meeting, and into either:

(a)   such Scheme Shareholder's nominated JASDEC Account (if the White Form A is validly completed and submitted); or

(b)   a Personal Sub-Account to be opened in the name of such Scheme Shareholder with the Fiduciary (if the Green Form B is validly completed and submitted).

For any queries in relation to the completion and return of the White Form A or the Green Form B, Scheme Shareholders should contact the helpline between 8.30 a.m. and 5.30 p.m. during Monday to Friday (except public holidays in England and Wales and Guernsey) on 0371 384 2050 (from within the UK) or +44 121 415 0259 (from outside the UK).

 

Capitalised terms in this announcement (the "Announcement"), unless otherwise defined herein, have the same meanings as set out in the Scheme Document.

 

Enquiries:

Prospect Co., Ltd.
Curtis Freeze, President


Tel: +1 808 383 3833

Strand Hanson Limited
(Joint Financial Adviser to Prospect)

Stuart Faulkner
Matthew Chandler
James Dance

 

Tel: +44 (0)207 409 3494

Mizuho Bank, Ltd. (Corporate Advisory department)
(Joint Financial Adviser to Prospect)

Eiichi Igarashi

 

Tel: +81 (0) 3 3284 1655

 

Important Notices

Strand Hanson Limited, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Prospect as joint financial adviser in connection with the Offer and other matters set out in this Announcement and for no one else and will not be responsible to anyone other than Prospect for providing the protections afforded to its clients or for providing advice in relation to the Offer and other matters set out in this Announcement. Neither Strand Hanson Limited nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Strand Hanson Limited in connection with this Announcement, any statement contained herein or otherwise.

Mizuho Bank, Ltd. (Corporate Advisory department), an investment banking arm of Mizuho Financial Group, which is regulated by the Japanese Financial Services Agency, is acting exclusively for Prospect as joint financial adviser in connection with the Offer and other matters set out in this Announcement and for no one else and will not be responsible to anyone other than Prospect for providing the protections afforded to its clients or for providing advice in relation to the Offer and other matters set out in this Announcement.  Neither Mizuho Bank, Ltd. (Corporate Advisory department) nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Mizuho Bank, Ltd. (Corporate Advisory department) in connection with this Announcement, any statement contained herein or otherwise.

Further information

This Announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer or invitation, or the solicitation of an offer, to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction, nor will there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.

TPJF urges TPJF Shareholders to read the Scheme Document which contains important information in relation to the Post-Settlement Fiduciary Arrangements, as well as the Sales Policy, the Sales Request Policy and the Termination Sales Policy that were approved at the TPJF General Meeting held on 19 July 2017.

If you are in any doubt about the contents of this Announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

Time

All times shown in this Announcement are London times, unless otherwise stated.

 

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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