REG - Nippon Active Value - T&K Toka Tender Offer

Nippon Active Value FundAnnouncement

22/01/2024 09:45

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RNS Number : 4605A  Nippon Active Value Fund PLC  22 January 2024

22 January 2024

LEI: 213800JOFEGZJYS21P75

 

 

Nippon Active Value Fund plc

T&K Toka Tender Offer

Portfolio company actions

 

 

Nippon Active Value Fund plc ("NAVF"), targeting attractive returns by active
engagement with undervalued Japanese equities, is delighted to today announce
that K.K. BCJ-74, an entity which is indirectly owned by a fund that receives
investment advice from Bain Capital Private Equity, LP (the "Offering
Vehicle") has announced the launch of a tender offer to acquire all of the
shares in T&K TOKA CO., LTD. ("T&K Toka") (the "Tender Offer"), and
that NAVF has agreed to tender its existing holding in T&K Toka in the
Tender Offer as part of the transaction.

 

NAVF is pleased that its previous tender offer appears to have had the
intended effect of prompting management to assess the strategic future of
T&K Toka.

 

NAVF is furthermore pleased that following the de-listing of T&K Toka,
NAVF and certain co-investors in T&K Toka (Dalton Investments, Inc. and
NAVF Select LLC, the "Co-Investors") have agreed with the Offering Vehicle
that NAVF and the Co-Investors will reinvest an amount of their tender offer
proceeds for a total of 15 per cent. of the unlisted equity in a holding
company of the Offering Vehicle (the "Reinvestment"). The precise terms of the
Reinvestment are subject to good faith discussions between NAVF, the
Co-Investors and the holding company of the Offering Vehicle.

 

Furthermore, pursuant to the tender agreement Mr Kazutaka Mizuochi, President
of NAVF's investment adviser, Rising Sun Management Limited, will be appointed
as a director of the holding company of the Offering Vehicle.

 

As part of its investment mandate, NAVF is permitted to hold up to 10 per
cent. of NAV in unlisted investments.

Although it is NAVF's strategy to invest in Japanese public equities, through
its successful engagement with portfolio companies, and as a result of
corporate actions it is expected that a small proportion of the overall
portfolio may be invested in unlisted entities. NAVF believes that T&K
Toka has a bright future under its new ownership, a future which NAVF is
pleased to remain part of.

 

 

 

ENQUIRIES

 Shore Capital                                +44 20 7408 4090

 Rose Ramsden (Corporate Advisory)

Fiona Conroy (Corporate Broking)
 Berenberg                                    +44 20 3207 7800

 James Felix/Dan Gee-Summons/Natasha Ninkov
 Peregrine Communications, PR                 +44 20 3178 6868

 Bill McIntosh                                bill.mcintosh@peregrinecommunications.com

Alex Gorokhov                               (mailto:bill.mcintosh@peregrinecommunications.com)
                                              alex.gorokhov@peregrinecommunications.com
                                              (mailto:alex.gorokhov@peregrinecommunications.com)

 

 NOTES TO EDITORS

 About NAVF

Nippon Active Value Fund ("NAVF") is an Investment Trust listed on the Premium
Segment of the London Stock Exchange. The investment advisor of the Fund is
Rising Sun Management Limited. NAVF is targeting attractive levels of capital
growth for shareholders from the active management of a focused portfolio of
(predominantly) quoted Japanese equity investments. Rising Sun Management
Limited, with its local presence in Tokyo 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.

 

 

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