REG-Atlantis Japan Growth Fund Ltd: Result of Extraordinary General Meeting and Scheme Entitlements

Atlantis Japan Growth FundAnnouncement

10/10/2023 16:00

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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