AJG Atlantis Japan Growth Fund Ld

 
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. 
 
ATLANTIS JAPAN GROWTH FUND LIMITED 
 
("AJGF" or the "Company") 
 
(A closed-ended investment company incorporated in Guernsey with registration 
number 30709) 
 
LEI: 54930041W0LDG00PGL69 
 
Transaction Agreement and Publication of NAVF Prospectus 
 
01 September 2023 
 
Further to the Company's announcement on 11 August 2023, in which the Company 
announced that heads of terms had been agreed for a proposed combination of the 
assets of the Company with the assets of Nippon Active Value Fund plc ("NAVF") 
by way of a Section 391(1)(b) Scheme (the "Proposal"), the Board is pleased to 
announce that the Company has progressed the Proposal by today entering into a 
transaction agreement with NAVF agreeing to the detailed terms and mechanics of 
the Proposal (the "Transaction Agreement"). 
 
The Company notes the prospectus published by NAVF today in connection with the 
Proposal (the "NAVF Prospectus"). The Company will publish a shareholder 
circular by 15 September 2023, which will provide details of the Proposal and 
convene an extraordinary general meeting for AJGF shareholders. 
 
Pursuant to the Transaction Agreement, the Company has undertaken to use all 
reasonable endeavours to implement the Section 391(1)(b) Scheme in accordance 
with, and subject to, the terms set out in Part 12 of the NAVF Prospectus. 
 
In particular, the Company has agreed, subject only to receipt of the relevant 
tax clearances, to use all reasonable endeavours to post the requisite documents 
(including a shareholder circular) to AJGF shareholders by 15 September 2023 and 
to use all reasonable endeavours to convene the requisite shareholder meetings 
to enable the Section 391(1)(b) Scheme to become effective on or before 31 
October 2023. The Company has also undertaken that, until the Section 391(1)(b) 
Scheme becomes effective (or until termination of the Transaction Agreement), it 
will not carry on business other than in the ordinary course or carry out 
certain other activities that could frustrate the Proposal. 
 
The obligations of the parties to implement the Section 391(1)(b) Scheme under 
the Transaction Agreement are subject to the satisfaction (or waiver) of the 
conditions to the scheme set out in Part 12 of the NAVF Prospectus and receipt 
by the Company of the relevant tax clearances. The Transaction Agreement may be 
terminated at any time prior to the effective date of the Section 391(1)(b) 
Scheme by the express written consent of the parties and on the occurrence of 
certain events, including any condition to the scheme that is incapable of 
waiver not being satisfied or becoming incapable of satisfaction. 
 
If the Proposal is implemented, in order to provide continuity for AJGF 
shareholders, it is intended that Noel Lamb will join the NAVF board as a non 
-executive director with effect from completion of the Section 391(1)(b) Scheme. 
 
The NAVF prospectus includes further details of the Proposal, NAVF and the 
proposed combination of abrdn Japan Investment Trust plc and NAVF (the "AJIT 
Combination") and will be available on NAVF's website 
(www.nipponactivevaluefund.com). Implementation of the Proposal is subject to 
the approval, inter alia, of the Company's shareholders as well as regulatory 
and tax approvals and approval by the shareholders of NAVF. The Proposal is not 
conditional on implementation of the AJIT Combination. 
 
Capitalised terms used, but not defined, in this announcement shall have the 
meaning given thereto in the announcement published by the Company on 11 August 
2023. 
 
For further information please contact: 
 
Enquiries: 
 
Company Secretary 
 
Northern Trust International Fund Administration Services (Guernsey) Limited 
Hannah Hayward 
Email:HH61@ntrs.com 
Tel: +44 (0) 1481 745 417 
 
Corporate Broker 
 
Singer Capital Markets 
Robert Peel, Alaina Wong(Investment Banking) 
James Waterlow(Sales) 
Tel: +44 (0) 20 7496 3000 
 
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. 
 
 
This information was brought to you by Cision http://news.cision.com 
 
 
END 
 
 

(END) Dow Jones Newswires

September 01, 2023 07:45 ET (11:45 GMT)

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