Prospect Co., Ltd. Letter of Intent from Smith & Williamson (2002H)

TIDMPJF

RNS Number : 2002H

Prospect Co., Ltd.

06 June 2017

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION (INCLUDING THE UNITED STATES) WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION. THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

For immediate release

6 June 2017

RECOMMED ALL-SHARE OFFER

for

THE PROSPECT JAPAN FUND LIMITED

by

PROSPECT CO., LTD.

LETTER OF INTENT FROM SMITH & WILLIAMSON INVESTMENT SERVICES LIMITED

Further to the announcement by Prospect Co., Ltd. ("Prospect") released on 31 May 2017 in relation to the recommended all-share Offer for The Prospect Japan Fund Limited (the "Announcement"), Prospect is pleased to announce that it has received an additional letter of intent, from Smith & Williamson Investment Services Limited ("Smith & Williamson") (the "Smith & Williamson LoI").

Smith & Williamson has confirmed that it is their current intention to vote or procure the vote in favour of the resolutions to be proposed at the TPJF General Meeting and the Court Meeting (or, if applicable, to accept a takeover offer) in respect of their discretionary holdings of 1,752,564 TPJF Shares, representing approximately 1.90 per cent. of TPJF's existing issued share capital.

The Smith & Williamson LoI is available for viewing at www.prospectjapanfund.com.

Accordingly, Prospect has now received letters of intent to vote or procure the vote in favour of the resolutions to be proposed at the TPJF General Meeting and the Court Meeting (or, if applicable, to accept a takeover offer) in respect of, in aggregate, 72,197,452 TPJF Shares, representing approximately 78.18 per cent. of TPJF's existing issued share capital.

Capitalised terms used in this announcement have the meaning given to them in the Announcement.

Enquiries:

 
Prospect Co., Ltd. 
 Curtis Freeze, President                Tel: [phone] 
The Prospect Japan Fund Limited 
 John Hawkins, Non-Executive Chairman    Tel: [phone] 
                                         918 
Strand Hanson Limited 
 (Joint Financial Adviser to Prospect)    Tel: [phone] 
 Stuart Faulkner 
 Matthew Chandler 
 James Dance 
Mizuho Bank, Ltd. (Corporate Advisory 
 department)                              Tel: [phone] 
 (Joint Financial Adviser to Prospect) 
 Ryo Kamisaku 
 Eiichi Igarashi 
Stockdale Securities Limited 
 (Financial Adviser to TPJF)              Tel: [phone] 
 Daniel Harris                            6100 
 David Coaten 
 

Important Notices

Strand Hanson Limited, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Prospect as joint financial adviser in connection with the Offer and other matters set out in this announcement and for no one else and will not be responsible to anyone other than Prospect for providing the protections afforded to its clients or for providing advice in relation to the Offer and other matters set out in this announcement. Neither Strand Hanson Limited nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Strand Hanson Limited in connection with this announcement, any statement contained herein or otherwise.

Mizuho Bank, Ltd. (Corporate Advisory department), an investment banking arm of Mizuho Financial Group, which is regulated by the Japanese Financial Services Agency, is acting exclusively for Prospect as joint financial adviser in connection with the Offer and other matters set out in this announcement and for no one else and will not be responsible to anyone other than Prospect for providing the protections afforded to its clients or for providing advice in relation to the Offer and other matters set out in this announcement. Neither Mizuho Bank, Ltd. (Corporate Advisory department) nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Mizuho Bank, Ltd. (Corporate Advisory department) in connection with this announcement, any statement contained herein or otherwise.

Stockdale Securities Limited, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for TPJF as financial adviser in connection with the Offer and other matters set out in this announcement and for no one else and will not be responsible to anyone other than TPJF for providing the protections afforded to its clients or for providing advice in relation to the Offer and other matters set out in this announcement. Neither Stockdale Securities Limited nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Stockdale Securities Limited in connection with this announcement, any statement contained herein or otherwise.

Further information

This announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer or invitation, or the solicitation of an offer, to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise nor will there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.

The Offer will be made solely pursuant to the disclosures and information contained in the Scheme Document which, together with the Forms of Proxy, will contain the full terms and conditions of the Offer, including details of how TPJF Shareholders may vote at the Meetings in respect of the Offer.

TPJF will prepare the Scheme Document to be distributed to TPJF Shareholders (with input from Prospect, including with respect to information about the New Prospect Shares and the Combined Group). TPJF urges TPJF Shareholders to read the Scheme Document when it becomes available because it will contain important information in relation to the Offer, the New Prospect Shares and the Combined Group. Any vote in respect of the Scheme or other response in relation to the Offer should be made only on the basis of the information contained in the Scheme Document.

This announcement does not constitute a prospectus or prospectus equivalent document.

If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

Dealing and Opening Position Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. 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 per cent. 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 [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication on website and availability of hard copies

This announcement will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on TPJF's website at www.prospectjapanfund.com by no later than 12.00 p.m. (London time) today.

Neither the content of any website referred to in this announcement nor the content of any website accessible from hyperlinks is incorporated into, or forms part of, this announcement.

You may request a hard copy of this announcement by contacting TPJF's company secretary, Northern Trust International Fund Administration Services (Guernsey) Limited, on [phone]. You may also request that all future documents, announcements and information to be sent to you in relation to the Offer should be in hard copy form.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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June 06, 2017 02:00 ET (06:00 GMT)