REG-Atlantis Japan Growth Fund Ltd: Transaction Agreement and Publication of NAVF Prospectus

Atlantis Japan Growth FundAnnouncement

01/09/2023 13:00

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.

 

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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