TIDMNAVF TIDMAJG
RNS Number : 0039J
Nippon Active Value Fund PLC
11 August 2023
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, HONG
KONG, SINGAPORE OR THE REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION
FOR WHICH THE SAME COULD BE UNLAWFUL.
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 GBP 80 m 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 GBP800,000.
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.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
MSCZZGMRRGDGFZM
(END) Dow Jones Newswires
August 11, 2023 02:00 ET (06:00 GMT)
Grafico Azioni Nippon Active Value (LSE:NAVF)
Storico
Da Nov 2024 a Dic 2024
Grafico Azioni Nippon Active Value (LSE:NAVF)
Storico
Da Dic 2023 a Dic 2024
