REG - Nippon Active Value Atlantis Japan Grwth - Rollover from Atlantis Japan Growth Fund Limited

Atlantis Japan Growth FundAnnouncement

11/08/2023 07:00

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RNS Number : 0039J  Nippon Active Value Fund PLC  11 August 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.

11 August 2023

Nippon Active Value Fund plc

LEI: 213800JOFEGZJYS21P75

Rollover from Atlantis Japan Growth Fund Limited

The Board of Nippon Active Value Fund plc (the "Company" or "NAVF") is pleased
to announce that heads of terms have been agreed for a proposed rollover of
the assets of Atlantis Japan Growth Fund Limited ("AJGF") into the Company.

AJGF is an Investment Trust listed on the Official List of the London Stock
Exchange which was launched in 1996. It invests in companies quoted on the
Japanese Stock Exchange and has net assets of £80m as at 31 July 2023.
Following a review of AJGF's future by its Board of Directors in light of its
upcoming continuation vote, AJGF has agreed terms to rollover its assets into
the Company.

The combination, if approved by each company's shareholders, will be
implemented through a scheme of reconstruction pursuant to section 391(1)(b)
of the Companies (Guernsey) Law, 2008, resulting in the reconstruction and
members' voluntary liquidation of AJGF. This would result in the rollover of
AJGF's assets into the Company in exchange for the issue of new NAVF shares to
AJGF shareholders who elect to roll their investment into the enlarged fund.
AJGF shareholders will be offered the option of a cash exit for up to 25 per
cent. of AJGF's shares in issue, providing AJGF shareholders with the ability
to realise part (or potentially all) of their investment at a 2 per cent.
discount to formula asset value ("FAV") per share (the "Transaction").

The Transaction is in addition to the previously announced proposed rollover
of abrdn Japan Investment Trust plc assets into the Company (the "AJIT
Combination"). The Transaction is not conditional upon the AJIT Combination
successfully completing, and the AJIT Combination is not conditional on the
Transaction completing.

New NAVF shares issued to AJGF's shareholders will be issued on a FAV-to-FAV
basis. FAVs will be calculated using the respective net asset values of each
company, adjusted for any dividends and distributions declared by each party
which have a record date prior to the effective date of the rollover of AJGF's
assets into NAVF.

Following completion of the Transaction, it is expected that a director from
the Board of AJGF will join the Board of NAVF.

Rising Sun Management Limited ("RSM") (the Investment Adviser to NAVF) has
offered to pay for AJGF's costs to implement the Transaction up to a cap of
£800,000.

Benefits of the Transaction

Similarly to the AJIT Scheme, the Transaction would result in the Company
becoming larger with more shareholders and greater assets and is expected to
improve liquidity in the Company's shares as well as spreading the fixed costs
of the Company over a larger pool of assets. The Company also expects an
inflow of capital into the NAVF portfolio which will enhance the Company's
ability to discover undervalued Japanese listed companies and enable active
engagement to deliver returns for shareholders.

Approvals

Implementation of the Transaction is subject to the approval, inter alia, of
the AJGF Shareholders as well as upon receiving regulatory and tax approvals.
NAVF intends to implement the Transaction under the same prospectus to be
issued by NAVF in connection with the AJIT Combination. It is anticipated that
NAVF and AJGF will each publish a circular setting out details of the
Transaction in early September. As noted above, the Transaction is not
conditional on implementation of the AJIT Combination.

Joh. Berenberg, Gossler & Co KG, London Branch ("Berenberg") has been
appointed as Sponsor and Financial Adviser to the Company in relation to the
Transaction.

City Code

In accordance with customary practice for schemes of reconstruction, The Panel
on Takeover and Mergers has confirmed that the City Code on Takeovers and
Mergers is not expected to apply to the combination of the Company and AJGF.

Update on AJIT Combination

Further to the announcement on 18 May 2023 regarding the AJIT Combination the
formal documentation for the implementation of the combination of the AJIT and
the Company is now well advanced and the Board expects to announce its
publication by early September.

Rosemary Morgan, Chair of the Company commented:

"We are pleased to have reached agreement with AJGF's Board in relation to the
proposed combination. The proposed transaction will offer AJGF shareholders
the opportunity to continue to have exposure to Japanese equities but now with
the active management approach which provides the potential to unlock greater
value in the Japanese market, whilst being part of a larger vehicle. We look
forward to the transaction progressing and welcoming the AJGF shareholders to
our company together with the AJIT shareholders, subject to successful
completion."

 

Enquiries

Berenberg

Gillian Martin / Dan Gee-Summons / Natasha Ninkov
 

Tel: +44 (0)20 3207 7800

Company Secretary

Sylvanus Cofie / Maria Matheou

Tel: +44 (0) 20 3327 9720
 

 

Important information relating to Sponsor and Financial Adviser

Joh. Berenberg, Gossler & Co. KG, London Branch ("Berenberg") which is
authorised and regulated by the German Federal Financial Supervisory Authority
and deemed authorised and subject to limited regulation in the United Kingdom
by the FCA, is acting solely as sponsor and financial adviser to the Company
and for no one else in relation to the proposed transaction, and will not be
responsible to anyone other than the Company for providing the protections
afforded to the clients of Berenberg or for providing advice in relation to
the proposed transaction, the contents of this document or any other matters
described in this announcement.

Apart from the responsibilities and liabilities, if any, which may be imposed
upon Berenberg by FSMA or the regulatory regime established thereunder,
Berenberg does not accept any responsibility whatsoever or make any
representation or warranty, express or implied, concerning the contents of
this announcement, including as to its accuracy, completeness or verification,
or for any other statement made or purported to be made by it, or on its
behalf, in connection with the Company or the proposed transaction, whether as
to the past or future.

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