LONDON STOCK EXCHANGE PLC
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: +44(0)1481 745918
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 .
London Stock Exchange : Prospect Japan Fund - Form 8 (OPD) - Prospect Co Ltd
January 18, 2017 at 10:40 am
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© PRNewswire - 2017
