Atlantis Japan Growth Fund Ltd Result of Extraordinary General Meeting and Scheme Entitlements

 
TIDMAJG 
 
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 or the Republic of South Africa or any jurisdiction for 
which the same could be unlawful. 
 
This announcement containsinsideinformationfor the purposes of Article 7 of 
Market Abuse Regulation (EU) 596/2014 as it forms part ofUKdomestic law by 
virtue of theEuropean Union(Withdrawal) Act 2018 and as amended ("MAR"), and is 
disclosed in accordance with the Company's obligations under Article 17 of MAR. 
 
Atlantis Japan Growth Fund Limited 
 
(a closed-ended investment company incorporated in Guernsey with registration 
number 30709) 
 
LEI Number: 5493004IW0LDG0OPGL69 
 
(The "Company") 
 
10 October 2023 
 
RESULT OF EXTRAORDINARY GENERAL MEETING AND SCHEME ENTITLEMENTS 
 
Result of Extraordinary General Meeting 
 
At the Extraordinary General Meeting of the Company held earlier today in 
connection with the proposed merger of the Company with Nippon Active Value Fund 
plc ("NAVF") to be effected by way of a scheme of reconstruction pursuant to 
article 134.3 of the Articles and voluntary winding up of the Company under 
Section 391(1)(b) of the Companies (Guernsey) Law, 2008, all Resolutions set out 
in the Extraordinary General Meeting Notice sent to Shareholders dated 12 
September 2023 (the "Notice") were duly passed. 
 
As a result of the passing of the Resolutions, the Company has been placed into 
voluntary winding up pursuant to Section 391(1)(b) of the Companies (Guernsey) 
Law, 2008 and Gareth Rutt Morris and Andrew Martin Sheridan, both of FRP 
Advisory Trading Limited have been appointed as joint liquidators of the 
Company. 
 
The Chairman, Mr Noel Lamb, commented, 
 
"The board would like to take this opportunity to thank our investment advisor 
AIRC for all its hard work since the launch of the fund. The late Ed Merner and 
Taeko Setaishi have delivered strong returns for investors over many years. Our 
service providers including the investment manager and Northern Trust, Guernsey 
have shown the highest levels of efficiency and professionalism. Lastly, thanks 
of course go to our long standing shareholders for the their commitment and 
loyalty. The board feels that continued investment in Japan and the rollover 
into NAVF will serve our investors well." 
 
Details of the proxy voting results which should be read alongside the Notice 
are noted below and will also be published on the Company's website: 
https://www.atlantisjapangrowthfund.com/ 
 
+-------------+----------+-----+-----------------+----+-------+----+-------+ 
|Special      |For       |%    |Discretion       |%   |Against|%   |Abstain| 
|Resolutions  |          |     |                 |    |       |    |       | 
|             |          |     |(voted in favour)|    |       |    |       | 
+-------------+----------+-----+-----------------+----+-------+----+-------+ 
|1            |14,907,503|99.61|29,904           |0.20|28,041 |0.19|2,920  | 
+-------------+----------+-----+-----------------+----+-------+----+-------+ 
|2            |14,907,503|99.61|29,904           |0.20|28,041 |0.19|2,920  | 
+-------------+----------+-----+-----------------+----+-------+----+-------+ 
|Extraordinary|For       |%    |Discretion       |%   |Against|%   |Abstain| 
|Resolution   |          |     |                 |    |       |    |       | 
|             |          |     |(voted in favour)|    |       |    |       | 
+-------------+----------+-----+-----------------+----+-------+----+-------+ 
|3            |14,907,503|99.61|29,904           |0.20|28,041 |0.19|2,920  | 
+-------------+----------+-----+-----------------+----+-------+----+-------+ 
|Special      |For       |%    |Discretion       |%   |Against|%   |Abstain| 
|Resolution   |          |     |                 |    |       |    |       | 
|             |          |     |(voted in favour)|    |       |    |       | 
+-------------+----------+-----+-----------------+----+-------+----+-------+ 
|4            |14,906,153|99.60|31,254           |0.21|28,041 |0.19|2,920  | 
+-------------+----------+-----+-----------------+----+-------+----+-------+ 
 
Note - A vote withheld is not a vote in law and has not been counted in the 
votes for and against a resolution. 
 
The full text of the Resolutions can be found in the Extraordinary General 
Meeting Notice contained in the Circular to Shareholders dated 12 September 
2023. The Circular is available for viewing at the National Storage Mechanism 
which can be located at https://data.fca.org.uk/#/nsm/nationalstoragemechanism 
and on the Company's website at https://www.atlantisjapangrowthfund.com/. 
 
Suspension and Cancellation 
 
As previously announced, the Company's Shares were suspended from trading at 
7.30 a.m. on 6 October 2023 and were suspended from listing at 7.30 a.m. this 
morning, 10 October 2023. 
 
The Company, through its advisers, has notified the London Stock Exchange of its 
intention to cancel the Company's admission of Ordinary Shares to trading at 
8:00 a.m. on 12 October 2023. Application has been made to the Financial Conduct 
Authority for the cancellation of the listing of the Company's Ordinary Shares, 
such cancellation to take effect from 8.00 a.m. on 12 October 2023. 
 
Scheme Entitlements 
 
As at the Calculation Date the scheme entitlements calculated in accordance with 
the terms of the Scheme were as follows: 
 
- AJG FAV per Share: 185.913866 pence 
 
- Cash Pool NAV per Share: 182.214088 pence 
 
- NAVF FAV per Share: 155.562426 pence 
 
Therefore, shareholders will receive the cash and/or number of NAVF Shares 
stipulated below. 
 
For shareholders that elected for the Cash Option: 
 
- each Share with "B" rights attached to it will receive 182.214088 pence in 
cash. 
 
For Shareholders that elected (or are deemed to have elected) to receive NAVF 
Shares: 
 
- each Share with "A" rights attached to it will roll over into approximately 
1.195108 NAVF Shares. 
 
As noted in the Circular, the Directors have set aside sufficient assets in the 
Liquidation Pool to meet all estimated liabilities and contingencies, including 
the costs of the winding up of the Company and the costs of implementing the 
Scheme. The Directors have also provided in the Liquidation Pool for a retention 
of £100,000 which they, together with the Liquidators, consider sufficient to 
meet any unknown or unascertained liabilities of the Company. 
 
The Liquidation Pool will be applied by the Liquidators in discharging all 
current and future actual and contingent liabilities of the Company and, any 
balance remaining after discharging such liabilities from the Liquidation Pool 
will in due course be distributed to Shareholders on the Register on the 
Effective Date pro rata to their respective holdings of Ordinary Shares in 
accordance with the terms of the Scheme. 
 
Following the appointment of the joint liquidators, all further enquiries 
regarding the Company should be made to the joint liquidators, whose contact 
details are below. 
 
In accordance with the Circular, Shareholders who elected, or were deemed to 
have elected, for the Rollover Option will receive their new NAVF Shares via 
CREST on 11 October 2023 or, in relation to certificated shareholders, in the 
week commencing 16 October 2023. Shareholders who elected, or were deemed to 
have elected, for the Cash Option will receive their entitlements in the week 
commencing 16 October 2023 via CREST and/or cheque. 
 
Defined terms used in this announcement have the meanings given in the Circular 
unless the context otherwise requires. 
 
Enquiries: 
 
Northern Trust International Fund Administration Services (Guernsey) Limited 
 
The Company Secretary 
 
Trafalgar Court 
 
Les Banques 
 
St Peter Port 
 
Guernsey 
 
GY1 3QL 
 
Tel: [phone] 
 
Joint Liquidators 
 
Gareth Morris and Andrew Sheridan 
 
Tel: [phone] 
 
Email: [e-mail] 
 
Important Information 
 
This announcement contains statements about the Company that are or may be 
deemed to be forward looking statements. Without limitation, any statements 
preceded or followed by or that includes the words "targets", "plans", 
"believes", "expects", "aims", "intends", "will", "may", "anticipates", 
"estimates", "projects" or words or terms of similar substance of the negative 
thereof, may be forward looking statements. 
 
These forward looking statements are not guarantees of future performance. Such 
forward looking statements involve known and unknown risks and uncertainties 
that could significantly affect expected results and are based on certain key 
assumptions. Many factors could cause actual results to differ materially from 
those projected or implied in any forward looking statement. Due to such 
uncertainties and risks, readers should not rely on such forward looking 
statements, which speak only as of the date of this announcement, except as 
required by applicable law. 
 
The distribution of this announcement in jurisdictions outside the United 
Kingdom may be restricted by law and therefore persons into whose possession 
this announcement comes should inform themselves about, and observe, such 
restrictions. Any failure to comply with the restrictions may constitute a 
violation of the securities laws of such jurisdictions. 
 
 
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END 
 
 

(END) Dow Jones Newswires

October 10, 2023 10:53 ET (14:53 GMT)