REG - Nippon Active Value abrdn Japan IT Atlantis Japan Grwth - Completion of AJIT & AJG Schemes and Equity Issue

Atlantis Japan Growth FundAnnouncement

10/10/2023 16:00

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RNS Number : 6769P  Nippon Active Value Fund PLC  10 October 2023

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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

Ends

 

 

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