Prospect Japan Fund Form 8 (OPD) - Prospect Co Ltd

 
TIDMPJF 
 
FORM 8 (OPD) 
 
           PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER 
 
              Rules 8.1 and 8.2 of the Takeover Code (the "Code") 
 
1.         KEY INFORMATION 
 
(a) Full name of discloser:                     Prospect Japan Fund Limited 
                                                ("Prospect Japan") 
 
(b) Owner or controller of interests and short  N/A 
positions disclosed, if different from 1(a): 
     The naming of nominee or vehicle companies 
is insufficient.  For a trust, the trustee(s), 
settlor and beneficiaries must be named. 
 
(c) Name of offeror/offeree in relation to      Prospect Co. Ltd 
whose relevant securities this form relates:    ("Prospect Co") 
     Use a separate form for each offeror/ 
offeree 
 
(d) Is the discloser the offeror or the         OFFEROR 
offeree? 
 
(e) Date position held:                         17 January 2017 
     The latest practicable date prior to the 
disclosure 
 
(f)  In addition to the company in 1(c) above,  NO 
is the discloser making disclosures in respect 
of any other party to the offer? 
     If it is a cash offer or possible cash 
offer, state "N/A" 
 
2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE 
 
If there are positions or rights to subscribe to disclose in more than one 
class of relevant securities of the offeror or offeree named in 1(c), copy 
table 2(a) or (b) (as appropriate) for each additional class of relevant 
security. 
 
(a)        Interests and short positions in the relevant securities of the 
offeror or offeree to which the disclosure relates 
 
Class of relevant security:                 Ordinary Shares (ISIN: JP3221000007) 
 
                                            Interests               Short positions 
 
                                          Number          %          Number          % 
 
(1) Relevant securities owned and/       6,706,000       3.9           Nil           - 
or controlled: 
 
(2) Cash-settled derivatives:               Nil           -            Nil           - 
 
(3) Stock-settled derivatives               Nil           -            Nil           - 
(including options) and agreements 
to purchase/sell: 
 
                                         6,706,000       3.9           Nil           - 
     TOTAL: 
 
All interests and all short positions should be disclosed. 
 
Details of any open stock-settled derivative positions (including traded 
options), or agreements to purchase or sell relevant securities, should be 
given on a Supplemental Form 8 (Open Positions). 
 
Details of any securities borrowing and lending positions or financial 
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL). 
 
(b)        Rights to subscribe for new securities 
 
Class of relevant security in relation to  Ordinary Shares (ISIN: JP3221000007) 
which subscription right exists: 
 
Details, including nature of the rights    Prospect Co has in issue 1,350 unlisted, 
concerned and relevant percentages:        transferable stock acquisition rights 
                                           ("SARs") each of which gives the holder the 
                                           right to acquire 100,000 ordinary shares in 
                                           Prospect Co (135 million ordinary shares in 
                                           total) at an exercise price of ¥5.4 million 
                                           per SAR (or ¥54 per ordinary share) which 
                                           are exercisable from 21 December 2015 until 
                                           20 December 2020. All of the SARs are 
                                           currently held by Prospect Japan and are 
                                           subject to the terms of a pre-existing 
                                           exercise agreement between Prospect Co and 
                                           Prospect Japan. 
 
3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER 
MAKING THE DISCLOSURE 
 
Details of any interests, short positions and rights to subscribe (including 
directors' and other employee options) of any person acting in concert with the 
party to the offer making the disclosure: 
 
 
NONE 
 
Details of any open stock-settled derivative positions (including traded 
options), or agreements to purchase or sell relevant securities, should be 
given on a Supplemental Form 8 (Open Positions). 
 
Details of any securities borrowing and lending positions or financial 
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL). 
 
4.         OTHER INFORMATION 
 
(a)        Indemnity and other dealing arrangements 
 
Details of any indemnity or option arrangement, or any agreement or 
understanding, formal or informal, relating to relevant securities which may be 
an inducement to deal or refrain from dealing entered into by the party to the 
offer making the disclosure or any person acting in concert with it: 
Irrevocable commitments and letters of intent should not be included. If there 
are no such agreements, arrangements or understandings, state "none" 
 
 
None 
 
(b)        Agreements, arrangements or understandings relating to options or 
derivatives 
 
Details of any agreement, arrangement or understanding, formal or informal, 
between the party to the offer making the disclosure, or any person acting in 
concert with it, and any other person relating to: 
(i)  the voting rights of any relevant securities under any option; or 
(ii) the voting rights or future acquisition or disposal of any relevant 
securities to which any derivative is referenced: 
If there are no such agreements, arrangements or understandings, state "none" 
 
 
None 
 
(c)        Attachments 
 
Are any Supplemental Forms attached? 
 
Supplemental Form 8 (Open Positions)                                          NO 
 
Supplemental Form 8 (SBL)                                                     NO 
 
 
 
Date of disclosure:                         18 January 2017 
 
Contact name:                               Franczeska Hanford 
 
Telephone number:                           [phone] 
 
Public disclosures under Rule 8 of the Code must be made to a Regulatory 
Information Service.  The Panel's Market Surveillance Unit is available for 
consultation in relation to the Code's disclosure requirements on +44 (0)20 
7638 0129. 
 
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk . 
 
 
 
END 
 

(END) Dow Jones Newswires

January 18, 2017 05:38 ET (10:38 GMT)