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Prospect Japan Fund Ld  -  PJF   

Statement re Rule 2.6 Extension

Released 07:00 03-Apr-2017

Statement re Rule 2.6 Extension

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE “CODE”) AND THERE CAN BE NO CERTAINTY THAT ANY SUCH OFFER WILL ULTIMATELY BE MADE.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

For immediate release

3 April 2017

The Prospect Japan Fund Limited

(“TPJF”)

Statement re Rule 2.6 Extension

On 10 January 2017, TPJF announced that it was in preliminary discussions with Prospect Co., Ltd. (“Prospect”) in respect of a possible offer by Prospect for the entire issued and to be issued share capital of TPJF (the “Possible Offer”).

In accordance with Rule 2.4(c) of the City Code on Takeovers and Mergers (the “Code”) and further to the announcement made by TPJF on 7 March 2017 regarding an extension under Rule 2.6(c) of the Code, Prospect was required, pursuant to Rule 2.6(a) of the Code, by 5:00 p.m. on 4 April 2017 (the “relevant deadline”), to either (i) announce a firm intention to make an offer for TPJF in accordance with Rule 2.7 of the Code or (ii) announce that it does not intend to make an offer for TPJF.

In accordance with Rule 2.6(c) of the Code, at the request of the independent directors of TPJF, the Panel on Takeovers & Mergers (the “Panel”) has consented to an extension of the relevant deadline, until 5:00 p.m. on 2 May 2017, to enable the parties to conclude their ongoing discussions. By this time Prospect must either announce a firm intention to make an offer for TPJF or announce that it does not intend to make an offer for TPJF, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This new deadline can be extended with the consent of the Panel in accordance with Rule 2.6(c) of the Code.

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available on TPJF's website (www.prospectjapanfund.com).

Further announcements will be made as and when appropriate.

Enquiries:

The Prospect Japan Fund Limited
John Hawkins
Tel: 01481 745918
Stockdale Securities Limited
(Financial Adviser to TPJF)
Daniel Harris
David Coaten
Tel: 020 7601 6100
Prospect Co., Ltd.
Curtis Freeze
Tel: +1 808 383 3833
Strand Hanson Limited
(Joint Financial Adviser to Prospect)
Stuart Faulkner                                                       
Matthew Chandler
James Dance
Tel: 020 7409 3494
Mizuho Corporate Advisory Co., Ltd.
(Joint Financial Adviser to Prospect)
Ryo Kamisaku
Eiichi Igarashi
Tel: +81 (0) 3 3284 1655

Stockdale Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to TPJF and no-one else in connection with the Possible Offer and will not be responsible to anyone other than TPJF for providing the protections afforded to clients of TPJF or for providing advice in relation to the Possible Offer or any other matter referred to herein.

Strand Hanson Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as joint financial adviser to Prospect and no-one else in connection with the Possible Offer and will not be responsible to anyone other than Prospect for providing the protections afforded to clients of Prospect or for providing advice in relation to the Possible Offer or any other matter referred to herein.

Mizuho Corporate Advisory Co., Ltd., an investment banking arm of Mizuho Financial Group, is acting exclusively as joint financial adviser to Prospect and no-one else in connection with the Possible Offer and will not be responsible to anyone other than Prospect for providing the protections afforded to clients of Prospect or for providing advice in relation to the Possible Offer or any other matter referred to herein.

Disclosure requirements of the Code:

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of the offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel’s website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel’s Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Notice to overseas investors

This announcement does not constitute an offer to purchase any securities, or an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any offer to purchase or sell securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The release, distribution or publication of this announcement in jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the UK should inform themselves about and observe any applicable requirements.

Website disclosure

A copy of this announcement will be made available (subject to certain restrictions relating to persons resident in restricted jurisdictions) on TPJF’s website at www.prospectjapanfund.com by no later than 12 noon (London time) on 4 April 2017. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.


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